EXHIBIT 10.7


                   EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
                                      OF
                   SOUTHWEST GEORGIA FINANCIAL CORPORATION

           (As Amended and Restated Effective As Of January 1, 2005)

THIS AGREEMENT is made and entered into as of the 21st day of December, 2005,
by and between Southwest Georgia Financial Corporation, a holding company
organized under the laws of the State of Georgia (referred to herein as the
"Company") and Southwest Georgia Bank, a state banking association, as
trustee (referred to herein as the "Trustee");

                             W I T N E S S E T H:

WHEREAS, the Company maintains the Southwest Georgia Financial Corporation
Employee Stock Ownership Plan and Trust (the "Plan"); and

Effective January 1, 2000, the Plan was amended and restated to comply with
the Tax Reform Act of 1986, as amended; the pension provisions of the
General Agreement on Tariffs and Trade ("GATT"); the Uniformed Services
Employment and Reemployment Rights Act of 1994 ("USERRA") the Small Business
Job Protection Act of 1996 ("SBJPA"), the Tax Reform Act of 1997 ("TRA
'97"), the Internal Revenue Restructuring and Reform Act of 1998, and the
Community Renewal Tax Relief Act of 2000.

This amendment and restatement of the Plan is effective as of January 1,
2005 to incorporate the prior amendments made to the Plan and for certain
other purposes.

The provisions of this amendment and restatement of the Plan shall apply
only to those eligible employees who terminate employment with the Company
on or after January 1, 2005 or such later date as may apply for a provision
which becomes effective afterwards.  Benefits payable to or on behalf of a
Participant who terminates employment prior to January 1, 2005 shall not be
affected by the terms of any Plan amendment adopted after such Participant's
termination of employment unless the amendment provides otherwise.




















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                               Table of Contents                          Page

ARTICLE I  DEFINITIONS                                                       1
1.1     Account Balance                                                      1
1.2     Adoption Date                                                        1
1.3     Annual Compensation                                                  1
1.4     Annual Valuation Date                                                1
1.5     Authorized Leaves of Absence                                         1
1.6     Beneficiary                                                          1
1.7     Board                                                                1
1.8     Break in Service                                                     2
1.9     Code                                                                 2
1.10    Company                                                              2
1.11    Effective Date                                                       2
1.12    Eligible Participant                                                 2
1.13    Employee                                                             2
1.14    Employer                                                             2
1.15    Employer Contribution Account                                        2
1.16    Employer Stock                                                       3
1.17    Employment                                                           3
1.18    ERISA                                                                3
1.19    ESOP Committee                                                       3
1.20    Fiduciaries                                                          3
1.21    FMLA Leave                                                           3
1.22    Hour of Service                                                      3
1.23    Normal Retirement Date                                               5
1.24    Participant                                                          5
1.25    Plan                                                                 5
1.26    Plan Administrator                                                   5
1.27    Plan Year                                                            5
1.28    Qualified Election Period                                            5
1.29    Service                                                              5
1.30    Trust (or Trust Fund)                                                5
1.31    Trustee                                                              5
1.32    Year of Service                                                      5

ARTICLE II  PARTICIPATION AND SERVICE                                        6
2.1     Participation                                                        6
2.2     Service                                                              7
2.3     Effect of Break in Service                                           7
2.4     Inactive Account Status                                              8
2.5     Transfers of Employment Among Employers                              9
2.6     Election Not to Participate                                          9













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                               Table of Contents                          Page
                                  (continued)

2.7     Qualified Military Service                                           9

ARTICLE III  CONTRIBUTIONS                                                  10
3.1     Employer Contributions                                              10
3.2     Fund for Exclusive Benefit of Participants                          10
3.3	Special Limitation on Allocations for Plan
        Years to Which Code Section 415(c)(6) Applies                       11

ARTICLE IV  INTERESTS OF PARTICIPANTS                                       12
4.1     Accounts of Participants                                            12
4.2	Allocation of Shares of Employer Stock, Income,
        Expense, Fluctuations in Asset Value, Etc.                          12
4.3     Allocation of Employer Contributions                                13
4.4     Maximum Additions                                                   14
4.5     Directed Investments By Eligible Participants                       15

ARTICLE V  BENEFITS                                                         17
5.1     Normal Retirement Benefits                                          17
5.2     Disability Benefits                                                 17
5.3     Postponed Retirement                                                17
5.4     Death Benefits                                                      17
5.5     Benefits on Termination of Employment                               17
5.6     Payment of Benefits                                                 18
5.7	Restrictions on Participants' Right To Dispose
        of Employer Stock; Employer's and Plan's Right
        of First Refusal                                                    20
5.8	Participant's Right to Put Employer Stock to
        the Company and the Plan                                            21
5.9     Securities Laws Restrictions On Resales                             22
5.10    Maintenance of Accounts Prior to Payout                             22
5.11    Present Value of Payments                                           23
5.12    Commencement of Payments                                            23
5.13    Error in Participant's Account                                      26
5.14    No Other Benefits or Withdrawals                                    26



















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                               Table of Contents                          Page
                                  (continued)

5.15    Voting Rights                                                       26
5.16    Tender or Exchange Offer for Company Stock                          27
5.17    Appraisal of Employer Stock                                         28
5.18    Direct Transfer of Eligible Rollover Distributions                  28

ARTICLE VI  DESIGNATION OF BENEFICIARY                                      30

ARTICLE VII  ADMINISTRATION                                                 31
7.1	Allocation of Responsibility Among Fiduciaries
        for Plan and Trust Administration                                   31
7.2     Appointment of Plan Administrator                                   31
7.3     Claims Procedure                                                    32
7.4     Records and Reports                                                 32
7.5     Other Plan Administrator Powers and Duties                          32
7.6     Rules and Decisions                                                 33
7.7     Authorization of Benefit Payments                                   33
7.8     Application and Forms for Benefits                                  33
7.9     Payment for Benefit of Disabled or Incapacitated Person             33
7.10    Notices to Trustee                                                  34
7.11    Indemnification by the Company                                      34

ARTICLE VIII  POWERS, DUTIES AND RESPONSIBILITIES OF THE TRUSTEE            35
8.1     Establishment and Acceptance of Trust                               35
8.2     Investment of Trust Fund                                            35
8.3     Discharge of Duties                                                 36
8.4     Prohibited Transactions                                             36
8.5     Delegation of Responsibilities                                      37
8.6     Powers of Trustee                                                   37
8.7     Payments From The Fund                                              39
8.8     Payment of Compensation, Expenses and Taxes                         40
8.9     Accounting                                                          40
8.10    Bond                                                                40





















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                               Table of Contents                          Page
                                  (continued)

8.11    Resignation or Removal of the Trustee                               40

ARTICLE IX  AMENDMENT OF THE PLAN                                           42

ARTICLE X  DISCONTINUANCE OF CONTRIBUTIONS AND TERMINATION OF PLAN          43
10.1    Intention to Continue Plan                                          43
10.2    Termination or Partial Termination of Plan                          43
10.3    Internal Revenue Service Approval                                   43
10.4    Discontinuance of Contributions                                     44

ARTICLE XI  MISCELLANEOUS                                                   45
11.1    Participants' Rights, Acquittance                                   45
11.2    Spendthrift Clause                                                  45
11.3    Participation of Adopting Employers                                 45
11.4    Qualification of Plan as Condition                                  46
11.5    Successor Employer                                                  46
11.6    Transfer of Plan Assets                                             47
11.7    Delegation of Authority by the Company                              47
11.8    Construction of Agreement                                           47
11.9    Headings                                                            47

ARTICLE XII  TOP-HEAVY PLAN PROVISIONS                                      48
12.1    Application                                                         48
12.2    Definitions                                                         48
12.3    Allocation of Minimum Contribution                                  49
12.4    Post-EGTRRA Top-Heavy Provisions                                    49



























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                                   ARTICLE I

                                  DEFINITIONS

The following words and phrases when used herein shall have the meanings set
forth below unless a different meaning is plainly required by the context.
The masculine gender wherever used herein shall be deemed to include the
feminine.  Words in the singular shall be read and construed as though used
in the plural in all cases where they would so apply, and vice versa.

1.1	Account Balance - The amount standing to the credit of a Participant in
his Employer Contribution Account, which shall at all times be fully vested.

1.2     Adoption Date - The date this plan was originally effective, namely
July 8, 1981.

1.3     Annual Compensation - A Participant's total compensation paid by the
Employer for the Plan Year including wages, salary, overtime pay, bonuses,
and any amounts contributed by the Employer on behalf of an Employee
pursuant to a salary reduction agreement which is not includible in the
gross income of the Employee under Code Sections 125, 132(f)(4), 401(k),
402(a)(8), 402(h), or 403(b), but excluding commissions, any indirect
payments such as contributions to this Plan or any other profit sharing
plan, pension plan, group insurance plan or welfare plan, and income from
the exercise of stock options, stock appreciation rights, restricted stock
units, restricted stock or other stock awards.  The Annual Compensation of
each Participant taken into account in determining contributions and
allocations for any Plan Year beginning after December 31, 2004, shall not
exceed $210,000, as adjusted for cost-of-living increases in accordance with
Code Section 401(a)(17)(B).  The cost-of-living adjustment in effect for a
calendar year applies to Annual Compensation for the determination period
(the Plan Year or other consecutive 12-month period over which Annual
Compensation is otherwise determined under the plan) that begins with or
within such calendar year.

1.4	Annual Valuation Date - December 31 of each year while the Plan is in
effect.

1.5	Authorized Leaves of Absence - Any absence authorized by the Employer
under the Employer's standard personnel practices, provided that all persons
under similar circumstances must be treated alike in the granting of such
Authorized Leaves of Absence pursuant to Section 2.7, and provided further
that the Employee returns within the period of authorized absence.  An
absence due to service in the armed forces of the United States shall be
considered an Authorized Leave of Absence pursuant to Section 2.7.

1.6	Beneficiary - Any person or persons (natural or otherwise) designated by a
Participant on a form supplied by the ESOP Committee to receive benefits
payable in the event of the death of the Participant, or in the absence of
any such designated person(s), such other person(s) determined to be the
beneficiary under Article VI hereof.

1.7	Board - The Board of Directors of Southwest Georgia Financial Corporation,
a Georgia corporation.

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1.8	Break in Service - A twelve-month computation period in which the subject
Employee completes no more than 500 Hours of Service.

1.9	Code - The Internal Revenue Code of 1986, as amended, and the regulations
established pursuant thereto and the rulings issued thereunder, as they now
exist or as they may hereafter be amended or modified.

1.10	Company - Southwest Georgia Financial Corporation, a Georgia corporation.

1.11	Effective Date - The date upon which this amendment and restatement of the
Plan is effective, namely January 1, 2005.  The Plan was originally
effective as of July 8, 1981.

1.12	Eligible Participant - Any Employee who (i) is credited with at least ten
(10) years of participation in the Plan, (ii) who has attained at least the
age of fifty-five (55), and (iii) who is a Participant at the time of any
election under Section 4.5.

1.13	Employee - Any person who is an employee (such term having its
customary meaning) of the Employer and who is receiving remuneration for
personal services rendered to the Employer (or who is on an Authorized Leave
of Absence).  Provided, however, that for purposes of this Plan, the term
Employee shall not include any person whose terms and conditions of
employment are determined by collective bargaining with a union or an
affiliate thereof representing such persons and with respect to whom
inclusion in this Plan has not been provided for in the collective
bargaining agreement setting forth those terms and conditions.  In addition,
the term Employee shall include leased employees within the meaning of Code
Section 414(n)(2) unless (i) such leased employees constitute less than
twenty percent (20%) of the Employer's non-highly compensated work force
within the meaning of Code Section 414(n)(5)(C)(ii), and (ii) such leased
employees are covered by a plan described in Code Section 414(n)(5), in
which event such leased employees shall not be considered Employees for
purposes of this Plan.  Leased employees shall not be eligible to
participate in the Plan.  An individual classified as an independent
contractor or other individual under contract with an Employer and
classified by the Employer as a non-Employee shall not be eligible to
participate in the Plan; provided, however, that if any individual
classified by an Employer as an independent contractor or other non-Employee
designation is later required by action of the Internal Revenue Service,
Department of Labor or any other governmental agency to be classified as an
Employee, such individual shall not be an eligible Employee prior to such
reclassification and, after such reclassification, the individual's
participation shall be in accordance with the rules established by the
Company.

1.14	Employer - The Company and any other business enterprise duly adopting
for the exclusive benefit of its eligible employees (and their beneficiaries)
the provisions of this Plan in accordance with the terms hereof.

1.15    Employer Contribution Account - The account maintained for a
Participant to record his share of the contributions of the Employer and
adjustments relating thereto in accordance with Article IV.



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<PAGE>

1.16	Employer Stock - The common stock, par value $1.00 per share, of
Southwest Georgia Financial Corporation.  Employer Stock shall also include any
securities substituted for such stock by way of recapitalization,
reorganization, merger or consolidation.  The Plan shall not hold or invest
in any Employer Stock unless such securities are (i) common stock which is
readily tradable in an established market or (ii) if there is no such
readily tradable common stock, then common stock having a combination of
voting power and dividend rights equal to or in excess of that class of
common stock having the greatest voting power and that class of common stock
having the greatest dividend rights; provided that noncallable preferred
stock which is convertible at any time at a reasonable price into common
stock having the characteristics described above may be used.

1.17	Employment - Service as an Employee of the Employer.  The term
"Reemployment" shall mean Employment following a Break in Service.  The
terms "Employed" and "Reemployed" shall be used in the same sense as the
terms Employment and Reemployment, respectively.

1.18	ERISA - The Employee Retirement Income Security Act of 1974, as amended
from time to time.

1.19	ESOP Committee - The committee appointed by the Board as the Plan
Administrator to, among its other duties:  (i) convey the directions of
Participants to the Trustee as to the voting or tender of shares of Employer
Stock under Article V that are allocated to Participants' accounts and to
notify the Trustee as to the voting of allocated shares of Employer Stock
for which it does not receive timely directions from Participants and the
tender of unallocated shares of Employer Stock in accordance with Article V;
(ii) direct the Trustee as to the acquisition or disposition of Employer
Stock, including the number of shares to purchase, the price of such shares
and when to acquire such shares as provided in Section 8.2; and (iii) direct
the Trustee to borrow funds to acquire Employer Stock, including the terms,
amount and timing of any exempt loan.  In the absence of the appointment of
an ESOP Committee, the Company shall assume such responsibilities, except as
otherwise restricted in the Plan.  If the ESOP Committee (or any committee
which is carrying out any or all of the functions of the ESOP Committee)
decides that it cannot perform the functions required under Article V with
respect to the voting or tender of shares of Employer Stock because of
restrictions under ERISA or the Code, the Board shall designate a person,
committee or entity to perform such functions.

1.20	Fiduciaries - The named fiduciaries, who shall be the Employer, the
ESOP Committee and the Trustee, and other parties designated as fiduciaries by
such named fiduciaries in accordance with the powers herein provided, but
only with respect to the specific responsibilities of each for Plan and
Trust administration as set forth herein.

1.21	FMLA Leave - The leave of absence taken by an Employee, on either a
paid or unpaid basis, in accordance with the Family and Medical Leave Act of
1993 and in connection with any effective similar state family leave law.

1.22	Hour of Service - Each Employee shall be credited with an Hour of
Service for:



                                     3

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(1)	Each hour for which such Employee is paid, or entitled to payment, by
the Employer for the performance of duties.  These hours shall be credited to
the Employee for the computation period in which the duties are performed;
and

(2)	Each hour for which such Employee is paid, or entitled to payment, by
the Employer on account of a period of time during which no duties are
performed (irrespective of whether the employment relationship has terminated)
due to vacation, holiday, illness, incapacity (including disability), jury
duty, military duty or leave of absence, provided, however, that under this
paragraph (2):

(i)	No more than 500 Hours of Service shall be credited for any single
continuous period (whether or not such period occurs in a single computation
period) during which the Employee performs no duties:

(ii)	No hours shall be credited if such payment is made or due under a plan
maintained by the Employer solely for purposes of complying with applicable
worker's compensation, unemployment insurance or disability insurance laws;
and

(iii)	No hours shall be credited for a payment which reimburses an Employee
for medical or medically related expenses incurred by the Employee; and

(3)	Each hour for which back pay, irrespective of mitigation of damages, is
either awarded or agreed to by the Employer.  These hours shall be credited
to the Employee for the computation period to which the award or agreement
pertains rather than the period in which the award, agreement, or payment is
made.  The same Hours of Service shall not be credited under paragraphs (1)
or (2), as the case may be, and this paragraph (3).  Crediting of hours for
back pay awarded or agreed to with respect to periods described in paragraph
(2) shall be subject to the limitations of that paragraph.

(4)	Hours of Service credited under the Plan shall be calculated and
credited subject to the rules and restrictions set forth in Department of Labor
Regulations Section 2530.200b-2(b), (c) and (f) which are incorporated
herein by this reference.

(5)	The method of determining Hours of Service under the Plan shall be in
accordance with Department of Labor Regulations Section 2530.200b-3 and
shall be applied in a consistent and nondiscriminatory manner to Employees
or classes of Employees.

(6)	For purposes of determining whether a Break in Service has occurred for
participation and vesting purposes, for Plan Years beginning on or after
January 1, 1985, Hours of Service shall also include hours for maternity or
paternity absences in accordance with Section 2.3(e).  During such absence,
the Employee shall receive credit for Hours of Service equal to the number
of hours that normally would have been credited during the absence, or if
unknown, then eight hours per day of absence, provided that the credit for
Hours of Service on account of the birth or placement of a child with the
Employee by adoption shall not exceed 501 Hours of Service per absence.
Hours of Service on account of pregnancy or adoption shall only be required
to be credited if, in the Plan Year in which the maternity or paternity


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absence begins, crediting of such hours is necessary to prevent a Break in
Service that year; otherwise, such hours shall be credited in the following
Plan Year.

1.23	Normal Retirement Date - The first day of the month coincident with or
next following the date on which a Participant attains the age of sixty-five
(65) years.  A Participant's right to his retirement benefits shall become
non-forfeitable upon his attainment of age sixty-five (65).

1.24	Participant - Any Employee who has qualified under the terms of the
Plan for participation therein and who remains so qualified.

1.25	Plan - The Plan and Trust set forth herein, as amended from time to
time, which shall be known as the Employee Stock Ownership Plan and Trust of
Southwest Georgia Financial Corporation.

1.26	Plan Administrator - The ESOP Committee, or in its absence, the
Company or any administrative committee appointed for that purpose by the
Company.

1.27	Plan Year - January 1 through the next following December 31.

1.28	Qualified Election Period - The six (6) Plan Year periods beginning
with later of (a) the first Plan Year in which the relevant Participant first
became an Eligible Participant, or (b) the first Plan Year beginning after
December 31, 1986.

1.29	Service - A Participant's period of employment with the Employer, or
any predecessor of the Employer, whether a corporation, partnership or sole
proprietorship, and any corporation, sole proprietorship or partnership that
is a member of a controlled group of corporations that includes the
Employer, or is under common control, or is a member of an affiliated
service group that includes the Employer, or is related through the leasing
of employees, as determined under Code Section 414(b), (c), (m) and (n).

1.30	Trust (or Trust Fund) - The fund known as the Employee Stock Ownership
Plan Trust of Southwest Georgia Financial Corporation, maintained in
accordance with the terms of the trust agreement, as amended from time to
time, which constitutes a part of the Plan.

1.31	Trustee - Southwest Georgia Bank, a state banking association, and any
successor trustee(s) designated in the manner provided in the Plan and
accepting such trust as provided herein.

1.32	Year of Service - The applicable 12-month period during which the
Employee completes at least 1,000 Hours of Service.  Year of Service shall
include past service with any Employer to the extent provided hereunder,
provided there shall be no duplication of benefits.








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<PAGE>

                                  ARTICLE II

                           PARTICIPATION AND SERVICE

2.1	Participation

(a)	Participation Requirements Prior to January 1, 1993 - An Employee shall
become a Participant as of the January 1 or July 1 (the "Entry Date")
coincident with or next following the date on which the Employee first
completes two (2) Years of Service, provided that such Employee is Employed
on such Entry Date.  Notwithstanding the foregoing, an Employee who was
actively employed on January 7, 1991 shall become a Participant on January
7, 1991 and shall be eligible for an allocation of the Employer's
contribution for the Plan Year ending December 31, 1991 in accordance with
Section 4.3 based on his Annual Compensation during such Plan Year without
regard to his Hours of Service for such Plan Year provided he is in active
Employment on December 31, 1991.

(b)	Participation Requirements from January 1, 1993 through May 31, 1997 -
An Employee who is first credited with an Hour of Service on or before May 31,
1997 who did not become a Participant prior to January 1, 1993 shall be
eligible to participate on (i) January 1, 1993 if the Employee has completed
a ninety (90) day evaluation period on or before January 1, 1993, or (ii) in
the case of any other eligible Employee, the first day of the month
following the completion of a ninety (90) day evaluation period which shall
begin on the first date the Employee is credited with an Hour of Service,
provided the Employee is employed on such date.  An Employee who is employed
in a janitorial position shall not be eligible to participate.

(c)	Participation Requirements Effective as of June 1, 1997 - An Employee
who is first credited with an Hour of Service on or after June 1, 1997 shall
become a Participant on the first day of the month following the date on
which the Employee completes two (2) Years of Service, provided that such
Employee is Employed on such date.  An Employee who is employed in a
janitorial position shall not be eligible to participate.

(d)	Computation of Service - For purposes of determining an Employee's
eligibility to participate under Section 2.1, the computation period
initially to be taken into account to determine whether the Employee has
completed a Year of Service shall be the 12-month period commencing with the
date of the Employee's Employment.  In the event that the Employee fails to
be credited with at least 1,000 Hours of Service during this initial
computation period, the eligibility computation period shall be the first
Plan Year commencing after the Employee's date of Employment and succeeding
Plan Years.  If the Employee is credited with at least 1,000 Hours of
Service during the 12-month period commencing with the date of the
Employee's Employment, the computation period used to determine whether the
Employee has been credited with the second Year of Service, shall be the 12-
month period beginning on the first anniversary of the Employee's Employment
commencement date and,  if necessary, succeeding years based on the
Employee's date of Employment.

(e)	Service with Acquired Employers - If an Employee was employed by an
employer who was acquired by the Company or an affiliate of the Company
(either as an acquisition of stock or assets), for purposes of determining

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<PAGE>

the Employee's eligibility to participate, the Employee's last continuous
period of service with such acquired employer shall be credited only as
provided in Schedule A.

(f)	Participation Exclusion Effective as of May 1, 1999 - Notwithstanding
the other provisions of this Section 2.1, effective May 1, 1999, any Employee
who is employed on an exclusively commissioned basis shall not be eligible
to participate in the Plan.

2.2	Service - A Participant's eligibility for benefits under the Plan shall
be based on his Years of Service determined as follows:

(a)	Service Prior to the Adoption Date - With regard to an Employee who was
Employed on the Adoption Date, his Years of Service with the Employer prior
to and including the Adoption Date shall be counted as Service hereunder,
including periods of Authorized Leave of Absence.  In addition, an
Employee's Years of Service with Moultrie National Bank (now, Southwest
Georgia Bank) prior to the Adoption Date shall be counted as Service
hereunder.

(b)	Service From and After the Adoption Date - Subject to subsection (a)
and the provisions which follow, an Employee shall accrue a Year of Service for
each Plan Year in which he has 1,000 or more Hours of Service.  Provided,
however, that if the Employee has completed at least 1,000 Hours of Service
during the 12-month period commencing on the date of his Employment and such
period overlaps two Plan Years in neither of which has the Employee
completed at least 1,000 Hours of Service, he shall nevertheless be credited
with a Year of Service for the Plan Year in which he becomes a Participant
(or in which he becomes eligible for re-participation) in the Plan.

(c)	Service of Acquired Employers - If an Employee was employed by an
Employer who was acquired by the Company or an affiliate of the Company (either
by acquisition of stock or assets), for purposes of determining the Employer's
eligibility to participate, the Employee's last continuous period of service
with such acquired Employer shall be credited only as provided in
Schedule A.

2.3	Effect of Break in Service - In the event a Participant, or an Employee
who was not a Participant, incurs a Break in Service, the following
provisions shall apply to his participation in the Plan:

(a)	A Participant shall remain a Participant until such time as he incurs a
Break in Service;

(b)	In the case of an Employee who was a Participant when he incurred a
Break in Service, he will again be considered a Participant on the date he
completes one Hour of Service after the Break in Service; and

(c)	If an Employee who is not a Participant has a Break in Service, he must
satisfy the eligibility requirements of Section 2.1 for participation as if
he were a new Employee whose Employment commenced on the first date that he
completed an Hour of Service after the last date of the computation period
in which the Break in Service occurred, provided that his earlier period of



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service will be counted if his Break in Service period does not equal or
exceed five years.

(d)	Computation Period - The Plan Year shall be the computation period for
purposes of determining whether a Break in Service has occurred.  The first
Plan Year computation period for this purpose shall be, in the case of
Employees who were Participants on the Effective Date, the Plan Year
commencing on said date and shall be, in the case of Employees who
thereafter become Participants, the Plan Year which includes the last day of
the computation period during which the Participant satisfies the
requirements for participation as set forth in Section 2.1 above.

(e)	Maternity or Paternity Leave - In the case of an Employee who is absent
from Employment on account of (i) the Employee's pregnancy, (ii) the birth
of a child of the Employee, (iii) the placement of a child with the Employee
in connection with the adoption of the child by the Employee or (iv) an
absence due to the need for caring for such child for a period beginning
immediately following such birth or placement, the Plan shall treat as Hours
of Service, solely for purposes of determining whether a Break in Service
has occurred, the following hours:

(i)	the Hours of Service which otherwise would normally have been credited
to such Employee but for such absence; or

(ii)	if the Hours of Service in (i) cannot be determined, then eight (8)
Hours of Service for each day of such absence.

However, such Hours of Service credited under this Section 2.3(e) shall not
exceed 501 Hours of Service for each such absence.

The Hours of Service credited under this Section 2.3(e) shall be credited in
the Plan Year in which the absence begins only if an Employee would be
prevented from incurring a Break in service in such Plan Year.  In any other
case, such hours shall be credited in the immediately following Plan Year.
The Employee shall not be entitled to receive credit for maternity or
paternity leave under this Section 2.3(e) unless such Employee furnishes to
the Plan Administrator within such reasonable time period as the Plan
Administrator may establish evidence that the absence is on account of one
of the four (4) reasons specified in the first paragraph of this Section
2.3(e) and evidence of the duration of such absence.

(f)	For purposes of determining whether a Break in Service has occurred for
purposes of participation and vesting with respect to an Employee who
returns to work following an FMLA Leave, for periods on and after August 5,
1993, any period of unpaid FMLA Leave shall not be treated as or counted
toward a Break in Service.  Unpaid FMLA Leave shall not be counted in Hours
of Service except to the extent Hours of Service are otherwise credited for
any unpaid leave of absence by the Employer.

2.4	Inactive Account Status - In the event that any Participant (excluding
an Employee whose employment is terminated) completes more than 500 Hours of
Service but less than 1,000 Hours of Service in any Plan Year of his




                                     8

<PAGE>

participation, or if during a Plan Year a Participant has no more than 500
Hours of Service but is on an Authorized Leave of Absence which would
prevent him from having a Break in Service, his Employer Contribution
Account shall be placed on inactive status.  In such case, such Plan Year
shall not be considered as a Year of Service, and the Participant shall not
share in the Employer's contribution allocations made pursuant to Section
4.3 for any such Plan Year, but he shall continue to receive income
allocations in accordance with Section 4.2.  In the event such Participant
has 1,000 Hours of Service in a subsequent Plan Year, his Employer
Contribution Account shall revert to active status for such Plan Year with
full rights and privileges under this Plan restored.

2.5	Transfers of Employment Among Employers - Subject to Section 2.3, in
computing Service hereunder, the period of an Employee's employment with any
other member of a group of related employers which includes the Employer
shall be counted for participation and vesting purposes, and a transfer of
an Employee from the employ of one such member to the employ of another
member shall not interrupt Employment.  Related employers shall be
determined under Code Section 414(b), (c), (m) and (n) to include members of
a controlled group of corporations, trades or businesses under common
control, members of an affiliated service group, and entities related
through the leasing of employees.  In the event any Participant during the
course of any Plan Year is employed simultaneously by more than one such
member, he shall be entitled to an allocation under Section 4.3 hereof by
taking into account his aggregate Annual Compensation from such simultaneous
members.  Further, if the Employee was previously Employed in a job
classification which precludes such Employee from participation in the Plan,
his Employment in such job classification shall count as Service hereunder
for eligibility purposes.

2.6	Election Not to Participate - An Employee who is eligible to
participate in the Plan may elect in a writing directed to the Plan
Administrator not to participate for the Plan Years specified in such writing.
Effective January 1, 2002, an Employee, leased employee, independent
contractor, Beneficiary or other person with any claim to benefits under the
Plan who provides the Plan Administrator with a knowing, voluntary and
irrevocable waiver of benefits under the Plan in a form satisfactory to the
Plan Administrator shall not be eligible to participate in or receive benefits
from the Plan and shall be treated for all purposes as ineligible.

2.7	Qualified Military Service - Notwithstanding any provision of this Plan
to the contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Code Section
414(u).












                                     9

<PAGE>

                                 ARTICLE III

                                 CONTRIBUTIONS

3.1	Employer Contributions - For so long as the Plan continues in effect,
the Employer may make a contribution annually to the Trust for the accounts of
all Participants who are active Employees on the last day of the Plan Year
and who have a Year of Service for such year.  The Employer's contribution
shall be made in (i) cash, (ii) property acceptable to the Trustee and
approved by the Plan Administrator, or (iii) Employer Stock (as defined
herein), or any combination of the foregoing.  The amount of each such
contribution to the Trust shall be determined by the Board of Directors of
the Employer, taking into consideration the then prevailing financial
conditions and fiscal requirements of the Employer and such other factors as
the Board of Directors may deem pertinent and applicable under the
circumstances.  In no event shall the annual contribution be less than an
amount necessary, when added to other available funds held by the Plan, to
pay the current amounts due (if any) under any loans or purchase money
obligations incurred by the Plan for the purpose of purchasing shares of
Employer Stock.  The contributions by the Employer shall be credited to the
Employer Contribution Accounts of Participants in accordance with Article
IV.  The Employer shall pay to the Trustee its contribution for each Plan
Year not later than the close of such Plan Year or within such other period
thereafter as is described in Code Section 404(a)(6).

In no event shall the contribution by the Employer be greater than the
amount deductible by the Employer for federal income tax purposes for the
taxable year with respect to which the same is made, plus such additional
amount as may be deductible by reason of a deduction carry forward from a
prior year or years when less that the maximum deductible amount was
actually contributed, except in anticipation of a future contribution of
less than the maximum amount deductible with respect to such future year and
the carry-forward to such future year of the current excess contribution for
deduction purposes under applicable statutes and regulations.  The
contribution provisions of Code Section 404(a)(9) shall apply to the Plan
and, in accordance with such provisions, additional contributions may be
made to the Plan for the purposes specified in such provisions.

No contributions by Participants shall be permitted under this Plan.

3.2	Fund for Exclusive Benefit of Participants - All assets of the Trust
Fund shall be held hereunder for the exclusive benefit of the Participants and
their Beneficiaries for the purpose of distributing to such Participants and
Beneficiaries the corpus and income of the Trust Fund in accordance with the
provisions of Article V hereof.  No part of the Trust Fund corpus or income
shall be used for or diverted to purposes other than for the exclusive
benefit of Participants and Beneficiaries under the Plan, whether by
operation of law or natural termination of contracts, by power of revocation
or amendment, by the happening of a contingency, by collateral arrangement
or by any other means; provided that the Employer hereby reserves the right
to amend or revoke the Plan at any time as provided in Articles IX and X
hereof.

To the extent permitted by the Code and applicable rules and regulations
thereunder and notwithstanding anything herein to the contrary, upon the
Employer's request, a contribution which was made by a mistake of fact, or

                                     10
<PAGE>

conditioned upon the initial qualification of the Plan or upon the
deductibility of the contribution under Code Section 404, shall be returned
to the Employer within one year after the payment of the contributions, the
denial of the qualified status of the Plan or the disallowance of the
deduction for such contribution (to the extent disallowed), whichever is
applicable.

3.3	Special Limitation on Allocations for Plan Years to Which Code Section
415(c)(6) Applies - For any Plan Year to which the special limitation of
Code Section 415(c)(6) shall otherwise apply, no more than one-third (1/3)
of the Employer contributions for the Plan Year shall be allocated to the
accounts of Highly Compensated Employees (within the meaning of Code Section
414(q)).











































                                     11

<PAGE>

                                  ARTICLE IV

                           INTERESTS OF PARTICIPANTS

4.1	Accounts of Participants - The Trustee shall maintain an Employer
Contribution Account for each Participant to which contributions made under
the Plan shall be credited.  The Participant's Employer Contribution Account
may, if necessary in the view of the Trustee, be subdivided into subaccounts
to reflect allocations of Employer Stock and allocations of non-Employer
Stock assets ("Other Assets") in each Participant's Employer Contribution
Account.

4.2	Allocation of Shares of Employer Stock, Income, Expense, Fluctuations
in Asset Value, Etc.

(a)	In General - As of the close of business on each Annual Valuation Date,
the Trustee shall determine, in such reasonable ways and from such information
as it may deem appropriate, the fair market value of the Trust Fund.  In
making this determination, the value of Employer Stock shall be its fair
market value on such Annual Valuation Date as determined as the closing
price on the last trading date in the month in which the Annual Valuation
Date occurs or, if the Employer Stock is not publicly traded, by an
independent appraisal by a person selected by the Plan Administrator and
acceptable to the Trustee who customarily makes such appraisals and meets
the requirements of the regulations under Code Section 170(a)(1).  After
such determination is made of the fair market value of the Trust Fund, the
Trustee shall make appropriate adjustments in the Employer Contribution
Accounts of all Participants, former Participants and Beneficiaries who have
unpaid balances in their accounts at such time, by allocating pro rata among
such accounts based on the respective balances thereof as of the next
preceding Annual Valuation Date (but after first reducing each such account
balance by any distribution from the account during the Plan Year then
ending), any increases and decreases in the value of the assets of the Trust
Fund and any income (other than contributions), expenses, and realized gains
and losses of the Trust Fund since such preceding Annual Valuation Date.

(b)	Dividends on Employer Stock - To the extent permitted by law, the
dividends (if any) paid during a Plan Year on Employer Stock held by the Plan
(whether allocated or unallocated to Participants' accounts) may be used to pay
debt on outstanding borrowings, to pay administrative or other Plan expenses,
or, in the discretion of the Plan Administrator, be paid in cash to
Participants in the Plan in accordance with the respective number of shares of
Employer Stock allocable to each Participant's account as of the Annual
Valuation Date immediately preceding the dividend payment date.

If dividends on allocated shares of Employer Stock are used to pay debt on
outstanding borrowings, there shall be transferred from the suspense account
of unallocated shares of Employer Stock to the accounts of Participants to
which the dividends would have been allocated the number of shares of
Employer Stock equal in value to the amount of dividends that would have
been allocated to such accounts, but for the use of such dividends to make
payments on borrowings.  Such allocation of shares from the suspense account
shall be made in the Plan Year in which the dividends would otherwise have
been allocated.  If dividends are paid to Participants, they shall be paid
not later than ninety (90) days after the close of the Plan Year in which
such dividends are paid to the Trust.  The direction by the Plan

                                     12
<PAGE>
Administrator, which may be a continuing direction, to pay such dividends to
Participants shall be made in writing to the Trustee by the Plan
Administrator at least thirty (30) days prior to a dividend payment date.
In the event any dividends on Employer Stock are held by the Plan for a two-
year period or longer, they may only be distributed in cash if the
provisions of Article V regarding cash distributions are satisfied.

4.3	Allocation of Employer Contributions

(a)	In General - As of each Annual Valuation Date, and after
the allocations provided in Section 4.2 above, the current contribution of the
Employer shall be allocated to the Employer Contribution Accounts of (i) all
Participants who are active Employees on the last day of such Plan Year and
who have a Year of Service for such year, and (ii) all retirees and disabled
Participants who have not elected pursuant to Sections 5.1, 5.2 or 5.3 to
have their Account Balances determined as of the Annual Valuation Date next
preceding their dates of retirement, in the same proportion as the Annual
Compensation of each such Participant or former Participant bears to the
aggregate Annual Compensation of all such Participants during such year.

For Plan Years beginning on or after January 1, 1993 (but before January 1,
1997), as of each Annual Valuation Date, and after the allocations provided
in Section 4.2 above, the current contribution of the Employer shall be
allocated to the Employer Contribution Accounts of (i) all Participants who
are active Employees on the last day of such Plan Year, and (ii) all
Participants who retired or become totally and permanently disabled (as
defined in Section 5.2) during the Plan Year, and who have not elected
pursuant to Sections 5.1, 5.2 or 5.3 to have their Account Balances
determined as of the Annual Valuation Date next preceding their dates of
retirement, in the same proportion as the Annual Compensation of each such
Participant or former Participant bears to the aggregate Annual Compensation
of all such Participants during such year, without regard to the number of
Hours of Service credited to such Participant or former Participant for such
Plan Year.

For Plan Years ending on and after August 5, 1993, an Employee on FMLA Leave
on the last day of the Plan Year who returns to work following such FMLA
Leave shall be deemed to have been an active Employee on the last day of
such Plan Year.

(b)	Allocation of Suspense Account Employer Stock - The Trustee shall
maintain a suspense account to which it shall credit all borrowings (loans,
purchase money obligations, etc.) made by it to purchase Employer Stock and to
which it shall debit all shares of Employer Stock which are purchased with such
borrowed funds.  The shares in the suspense account shall not be allocated
except as the shares are released from the suspense account as provided for
in this subsection 4.3(b).

Except in circumstances where the Plan Administrator and the Trustee agree
on a different method, a suspense account established hereunder shall be
handled as follows:  on each Annual Valuation Date, the Trustee shall
release shares of Employer Stock in the suspense account for allocation to
the accounts of Participants who are eligible to share in the Employer's
contribution for such year.  The number of shares to be released on each
Annual Valuation Date shall be equal to the number of encumbered securities
held immediately before release for the current Plan Year multiplied by a
fraction, the numerator of which is the amount of principal and interest

                                     13
<PAGE>
paid for such year and the denominator of which is the sum of the principal
and interest to be paid for such year and for all future years.  If the
interest rate is variable, future interest shall be projected using the
interest rate applicable as of the end of the Plan Year.  Such released
shares of Employer Stock shall be allocated to the eligible Participants'
Employer Contribution Accounts in the manner provided in subsection (a)
above.

(c)	Earnings on Advance Employer Contributions - Earnings on advance
Employer contributions shall be allocated to eligible Participants' Employer
Contribution Accounts in the manner provided in subsection (a) above.

4.4	Maximum Additions

(a)	The Annual Additions made to the accounts of a Participant for any Plan
Year shall not exceed the lesser of: (i) $42,000, as adjusted for increases
in the cost-of-living under Code Section 415(d); or (ii) 100% of the
Participant's annual compensation, within the meaning of Code Section
415(c)(3), for the Plan Year.  The annual compensation limit referred to in
item (ii) above shall not apply to any contribution for medical benefits
after separation from service (within the meaning of Code Section 401(h) or
Section 419A(f)(2)) which is otherwise treated as an annual addition.

(b)	For purposes of this Section 4.4, "compensation" means compensation as
defined in Code Section 415(c)(3).  Compensation shall include elective
deferrals under Code Sections 402(g), 125 and 457, and elective amounts that
are not includible in the Participant's gross income by reason of Code
Section 132(f)(4).

(c)	If such Annual Additions with respect to any Participant for any Plan
Year would exceed the limitations set forth in this Section 4.4, such excess
Annual Additions shall be treated in accordance with the following in the
order indicated:

(i)	First, any Employee contributions made by the Participant which would
constitute excess Annual Additions for the Plan Year shall be returned to
the Participant.

(ii)	Second, any remaining excess Annual Additions shall be reallocated to
other Participants in accordance with the method of allocation under Section
4.3 hereof to the extent that such allocations do not cause the Annual
Additions to any such other Participant's Account to exceed the limitations
set forth in this Section 4.4.

(iii)	To the extent that such allocation or reallocation of excess amounts
causes the limitation set forth in this Section 4.4 to be exceeded with
respect to each participant for the Plan Year, then such amounts will be
held unallocated in a suspense account, to be allocated in the next Plan
Year(s) in accordance with Section 4.3 hereof.  If such a suspense account
is in existence at any time in accordance with this provision, all amounts
in such suspense account must be allocated before any Employer contributions
and Employee contribution which would constitute such Annual Additions may
be made to the Plan.  Investment gains and losses and other income shall not




                                     14

<PAGE>

be allocated to such suspense account.  Upon termination of the Plan, any
amount remaining in such suspense account which is unallowable shall revert
to the Employer.

(d)	For purposes of this Section 4.4, the following definitions and rules
of interpretation shall apply:

(i)	The "Annual Addition" of a Participant means amounts treated as
Employer contributions, plus the Participant's contributions (if any).  With
respect to defined contribution plans under which forfeitures can occur, Annual
Additions shall also include any forfeitures allocable during the Plan Year.
Further, amounts allocated to an individual medical benefit account, as
defined in Code Section 415(l)(2), which is part of a defined benefit plan
maintained by the Employer shall be treated as Annual Additions to a
contribution plan.  In no event shall this be construed as applying the
limitations of Code Section 415(c)(1)(B) to individual medical accounts or
post-retirement medical benefits.  Rollover contributions are also not
treated as Annual Additions.

(ii)	 "Dollar Limitation" means the limitation provided in Code Section
415(c)(1)(A) (adjusted in accordance with regulations of the Secretary of
the Treasury) as in effect for the particular Plan Year.

(iii)	For purposes of computing the maximum allocation under Section 4.4(a),
all defined contribution plans (whether or not terminated) of the Employer
shall be treated as one defined contribution plan.

(iv)	When the term Employer is used in this Section, it shall mean the
Employer and any other corporation or division which is a member of a
controlled group of corporations (within the meaning of Code Section 414(b), as
modified by Code Section 415(h)) of which the Employer is also a member.

(e)	In addition to other limitations set forth in the Plan and
notwithstanding any other provision of the Plan, the Annual Additions under the
Plan (and all other defined contribution plans required to be aggregated with
this Plan under Code Section 415) shall not increase to an amount in excess of
the amount permitted (when considered with all other aggregated plans of the
Employer) under Code Section 415.

(f)	If no more than one-third of the Employer contributions for a Plan Year
are allocated to the accounts of highly compensated employees (as defined in
Code Section 414(q)), then, for purposes of determining allocations to
Participant accounts under this Section 4.4, Employer contributions which
are deductible under Code Section 404(a)(9)(B) and charged against
Participant accounts shall not be included, in accordance with Code
Section 415(c)(6).

4.5	Directed Investments By Eligible Participants

(a)	In General - Each Eligible Participant shall, during any Qualified
Election Period, be permitted to direct the investment of a portion of his
Account Balance in accordance with the provisions of this Section 4.5.  Each
Eligible Participant may elect, in a writing delivered to the Plan



                                     15

<PAGE>

Administrator within ninety (90) days after the close of each Plan Year in
the Qualified Election Period, to direct the investment of twenty-five
percent (25%) of such Participant's Account Balance in the Plan attributable
to Employer Stock contributed to or acquired by the Plan after December 31,
1986, determined as of the Annual Valuation Date for the Plan Year preceding
the Plan Year in which such election is made (to the extent such portion
exceeds the amount to which a prior election under this Section 4.5
applies); provided, however, that in the case of the election year in which
the Participant is permitted to make his last such election, fifty percent
(50%) shall be substituted for twenty-five percent (25%) in applying this
Section 4.5.  Any Employer Stock diversified under this Section 4.5 shall be
valued based on the closing sale price of the Employer Stock as of the last
trading day of the calendar month immediately preceding the month in which
the diversification takes place.

For purposes of this Section 4.5, a Participant's Account Balance at the end
of any Plan Year shall be deemed not to include any amounts allocated to a
Participant's Account or contributed to the Plan after the end of such Plan
Year, even if allocated as of the end of such Plan Year.  The Plan shall
offer at least three (3) investment options for Eligible Participants which
are permissible under regulations issued under the Code.  Any investment or
reinvestment made pursuant to this Section 4.5 shall be made within a
reasonable time after the Participant's written election is delivered to the
Plan Administrator, but in any event within ninety (90) days of the 90-day
period set forth in Section 4.5(a).  No fiduciary of the Plan shall have any
liability for investments and reinvestments made under this Section 4.5
pursuant to the direction of an Eligible Participant.  The Account Balance
of an Eligible Participant who directs the investment of a portion of his
Account Balance shall be charged with all costs and expenses of such
investment or reinvestment or of any other transaction hereunder at the
request of the Participant, as well as all income, gains, losses, etc.
attributable to such investment or reinvestment.

(b)	Alternative To Directed Investments - In lieu of permitting directed
investments by Eligible Participants as provided in subsection (a), the
Company may determine and direct that the portion of such Eligible
Participant's Account Balance which is actually directed for investment by
such Participant be (i) distributed to such Participant, or (ii) transferred
to another qualified plan of the Employer which accepts such transfers,
provided that such plan permits employee-directed investment and does not
invest in Employer Stock to a substantial degree.  Such distribution or
transfer shall be made within ninety (90) days of the 90-day period set
forth in Section 4.5(a) during which such Participant directed such
investment.












                                     16

<PAGE>

                                  ARTICLE V

                                  BENEFITS

5.1	Normal Retirement Benefits - A Participant retiring under the Plan at
his Normal Retirement Date shall be entitled to receive the entire amount of
his Account Balance in the Plan as of the Annual Valuation Date immediately
preceding the payment of such Account, provided that the Employer Stock
allocated to his Account shall be valued based on the closing sale price of
the Employer Stock as of the last trading day of the calendar month
immediately preceding the month in which payment of such Account Balance
commences.  The manner of payment of benefits distributed pursuant to this
Section 5.1 shall be determined under the provisions of Section 5.6.

5.2	Disability Benefits - In the event a Participant shall become totally
and permanently disabled (as defined below), he shall be entitled to retire
under the Plan for disability and to receive the entire amount of his
Account Balance in the Plan as of the Annual Valuation Date immediately
preceding the payment of such Account, provided that the Employer Stock
allocated to his Account shall be valued based on the closing sale price of
the Employer Stock as of the last trading date of the calendar month
immediately preceding the month in which payment of such Account Balance
commences.  Benefits pursuant to this Section 5.2 shall be distributed as
indemnification against the Participant's injury or illness, the manner of
the payment of which shall be determined as provided in Section 5.6.  A
Participant shall be considered to be totally and permanently disabled if he
is eligible for benefits under the Employer's long-term disability plan.

5.3	Postponed Retirement - If required by law and for purposes of this Plan
only, an Employee may remain in the service of the Employer after his Normal
Retirement Date.  In the event a Participant remains so employed after his
Normal Retirement Date, he shall continue to be a Participant just as if he
had not yet reached his Normal Retirement Date.  When such a Participant
actually retires, he shall be entitled to receive the entire amount of his
Account Balance as of the Annual Valuation Date immediately preceding the
payment of such Account, provided that the Employer Stock allocated to his
Account shall be valued based on the closing sale price of the Employer
Stock as of the last trading date of the month immediately preceding the
month in which payment of such Account Balance commences.  The manner of
payment of benefits distributed pursuant to this Section 5.3 shall be
determined as provided in Section 5.6.

5.4	Death Benefits - In the event of the death of the Participant before
his retirement hereunder, there shall be payable to his Beneficiary the entire
interest of the Participant in the Plan as of the Annual Valuation Date
immediately preceding the payment of such Account, provided that the
Employer Stock allocated to his Account shall be valued based on the closing
sale price of the Employer Stock as of the last trading day of the calendar
month immediately preceding the month in which payment of such interest
commences.

5.5	Benefits on Termination of Employment

(a)	Benefits Payable Upon Termination of Employment - If a Participant's
Service is terminated for any reason other than his retirement, death or

                                     17

<PAGE>

total and permanent disability, his participation in the Plan will terminate
upon the occurrence of a Break in Service.  Each Participant shall be fully
vested in his Account Balance.  Upon incurring a one year Break in Service,
the Participant may file a written claim for benefits with the Plan
Administrator, on a form provided by the Plan Administrator for that
purpose, requesting distribution of his Account Balance.  Notwithstanding
the preceding sentence, effective as of May 1, 1999, if a Participant has
attained age 60 and has completed 20 or more Years of Service as of his
termination of Employment, the Participant's Account Balance, upon request
of the Participant, will be distributed as soon as administratively
practicable following Participant's termination of Employment.  His Account
shall be valued as of the Annual Valuation Date immediately preceding the
payment of such Account, provided that the Employer Stock allocated to his
Account shall be valued based on the closing sale price of the Employer
Stock as of the last trading date of the calendar month immediately
preceding the month in which payment of such Account Balance commences.

(b)	Time of Payment - Such amounts shall be payable to a Participant who
terminates Employment, in such manner and over such period of time as the
Participant may determine in accordance with Section 5.6.  Pending
commencement of payment thereof, the amount so payable shall be maintained
as provided in Section 5.10 hereof.  Such payment shall be made to and
accepted by the Participant in full and final satisfaction and settlement of
any and all of his claims and rights under the Plan and in the Trust Fund.

In the event a former Participant entitled to benefits under this Section
5.5 dies before such benefits shall have been paid in full, then the
remainder of his Account Balance shall be payable to his Beneficiary.

(c)	Lump Sum Payment of Value of Small Benefits - Notwithstanding any other
provision of the Plan, and irrespective of whether a Participant elects to
defer receipt of his Vested Interest under subsections (a) or (b) of this
Section 5.5, any benefits payable under the Plan may be paid as a lump sum
distribution of the Account Balance of a Participant under the following
circumstances:

(i)	If the Participant's Account Balance is not in excess of $5,000, then
the Plan Administrator shall direct the payment of such Account Balance in a
lump sum to such Participant or his Beneficiary within an administratively
practicable time after the occurrence of the event which entitles such
Participant to a distribution.  In the event of a distribution under this
Section 5.5(c)(i) in excess of $1,000, if the Member does not elect to have
such distribution paid directly to an Eligible Retirement Plan specified by
the Member in a Direct Rollover in accordance with Section 5.18 or to
receive the distribution directly, then the Plan Administrator will pay the
distribution in a Direct Rollover to an Eligible Retirement Plan designated
by the Plan Administrator.

(ii)	If the Participant's Account Balance exceeds $5,000, then with the
written consent of the Participant, the Plan Administrator shall direct the
payment of such Account Balance in a lump sum to such Participant or his
Beneficiary.

5.6	Payment of Benefits - The benefits to which a retiring, disabled or
terminated Participant is entitled upon his retirement, disability or other

                                     18

<PAGE>

termination of Employment under Sections 5.1, 5.2, 5.3 or 5.5, as the case
may be, shall be paid as elected by the Participant in one of the ways
described in this Section 5.6.  Any such election shall be exercised by such
person in writing filed with the Plan Administrator within the period
specified in such Section 5.1, 5.2, 5.3 or 5.5, as the case may be.  The
available optional modes of payment of benefits under the Plan are as
follows:

(a)	distribution in full (lump sum) during any single calendar year;

(b)	annual installments for a period not to exceed fifteen (15) years or
the life expectancy of the Participant or the life expectancy of the
Participant and his spouse, if any; or

(c)	any combination of the above.

If a Participant dies before the commencement of distribution of his
benefits, the Beneficiary may elect any of the alternative forms of payment
under (a), (b) or (c) above which otherwise could have been elected by the
Participant; provided, however, that the Participant's Account Balance shall
be distributed within five (5) years from the date of the Participant's
death if the Beneficiary is not an individual or if the Beneficiary is an
individual and elects a lump sum distribution.  Provided, further, that any
installments shall begin within one year of the Participant's death and
continue for a period not exceeding the Beneficiary's life expectancy if the
Beneficiary is an individual or continue for a period of not more than five
(5) years from the date of the Participant's death if the Beneficiary is not
an individual.

If any distribution includes an insurance contract, such insurance contract
shall not permit a form of distribution other than a form permitted under
this Section.

Distribution of a Participant's Account Balance will be made in whole shares
of Employer Stock, cash or a combination of both, as determined by the Plan
Administrator; provided, however, that a Participant (or his Beneficiary)
shall have the right to demand distribution of his Account Balance entirely
in whole shares of Employer Stock, with the value of any fractional shares
paid in cash.  Notwithstanding the preceding sentence, if the bylaws or
charter of the Employer restrict the ownership of substantially all
outstanding employer securities to employees or a trust described in Code
Section 401(a), distribution of a Participant's Account Balance will be made
in cash.

If Employer securities (acquired with the proceeds of an exempt loan) which
are to be distributed under the Plan consist of more than one class, the
party receiving the distribution must receive substantially the same
proportion of each such class.

(d)	In the event of death of the Participant, the entire amount of the
Participant's Account, computed as of the Valuation Date coincident with or
next preceding the date of his death shall be distributed as follows:

(i)	Unless Section 5.6(d)(iii) applies, if the Participant's surviving
spouse is the Participant's sole designated Beneficiary, then distributions
to the surviving spouse will begin by December 31 of the calendar year

                                     19
<PAGE>

immediately following the calendar year in which the Participant died, or, if
later, by December 31 of the calendar year in which the Participant would have
attained age 70-1/2.

(ii)	Unless Section 5.6(d)(iii) applies, if the Participant's surviving
spouse is not the Participant's sole designated Beneficiary, then
distributions to the designated Beneficiary will begin by December 31 of the
calendar year immediately following the calendar year in which the Participant
died.

(iii)	If the designated beneficiary has elected to receive a lump sum
distribution, or, if there is no designated Beneficiary as of September 30
of the year following the year of the Participant's death, the Participant's
entire interest will be distributed by December 31 of the calendar year
containing the fifth anniversary of the Participant's death.

(iv)	If the Participant's spouse is the Participant's sole designated
Beneficiary and the surviving spouse dies after the Participant but before
distribution to the surviving spouse has been made, Section 5.6(d)(i) will
apply as if the surviving spouse were the Participant.

For purposes of this Section 5.6, unless Section 5.6(d)(iv) applies,
distribution is considered to be made on the Participant's required
beginning date within the meaning of Section 5.12(b).  If Section 5.6(d)(iv)
applies, distribution is considered to be made on the date distribution is
made to the surviving spouse under Section 5.6(d)(i).

5.7	Restrictions on Participants' Right To Dispose of Employer Stock;
Employer's and Plan's Right of First Refusal - Any Employer Stock
distributed under the Plan shall be subject to the following restrictions on
its transfer (if it is not readily tradable on an established market when
the right of first refusal is exercised) and an appropriate legend
indicating this restriction will be placed on each stock certificate:

(a)	Any person (the "Seller", which shall include Participants and their
Beneficiaries) desiring to sell, transfer or assign all or any portion of
the Employer Stock distributed under this Plan shall first have received a
bona fide written offer for the purchase of such stock and shall then offer
to sell the same to the Company and the Plan, pursuant to their right of
first refusal, in the manner hereinafter set forth.

(b)	The Seller shall deliver to the Trustee and the Company a notice in
writing of his desire to sell or transfer his stock which notice shall contain
a signed copy of said bona fide offer to purchase, stating the price and other
terms and conditions of such offer and the name and address of the proposed
purchaser, along with a written statement of the Seller's willingness to
sell his stock to the Company or the Plan in preference to the proposed
purchaser.  The Trustee and the Company shall have fourteen (14) days from
the receipt of such notice within which to decide whether to purchase all of
the stock being offered and, if so, whether such purchase shall be made by
the Company or by the Plan or a part by each (such electing party, whether
the Company or the Trustee, is hereinafter called the "Purchaser").  If the
Purchaser is to purchase such stock, then it shall deliver to the Seller
(within the fourteen (14) day period provided for above) written notice of
acceptance of such offer designating a closing place and date for the

                                     20

<PAGE>

purchase of the Employer Stock (the "Closing") which shall not be more than
thirty (30) days after the date of its notice of acceptance to the Seller.

(c)	If all of the Participant's offered Employer Stock is not to be
purchased, then the Seller shall have the right to sell such Employer Stock to
the person making the bona fide offer within 30 days following the day upon
which the Trustee and the Company were required to give notice of their
election to purchase.  Any such sale shall be under terms and conditions no
less favorable to the Seller than those presented to the Trustee and the
Company.  In the event such stock is not so sold, it shall remain subject to
the terms and conditions of this Section 5.8.

(d)	In the event the Purchaser elects to purchase the Seller's stock
pursuant to the provisions hereof, the Seller shall deliver at the Closing the
certificate(s) representing the shares to be sold, which certificate(s)
shall be duly endorsed for transfer to the Purchaser, and the purchase price
and payment thereof shall be made by the Purchaser in accordance with the
terms and provisions of the sale.  The selling price must not be less
favorable to the Seller than the greater of (i) the purchase price and terms
offered by the bona fide purchaser or (ii) the fair market value of the
Employer Stock as of the most recent Annual Valuation Date as described in
Section 4.2; provided, however, in the event the Seller is a "disqualified
person" (as defined in Code Section 4975) the fair market value shall be
determined in a manner acceptable to the Plan Administrator and the Trustee
as of the date of the transaction.

(e)	Any purported gift, sale, transfer, assignment, mortgage, pledge or
hypothecation of Employer Stock distributed under the Plan by a Participant
or his Beneficiary in violation of this restriction shall be null and void,
and the Company and the Plan shall not recognize such gift, sale, transfer,
assignment, mortgage, pledge or hypothecation as passing any interest in the
stock.

(f)	Nothing contained herein shall apply to any sale of Employer Stock
directly to the Company or the Plan other than sales made to the Plan under
the right of first refusal provided for hereunder.

5.8	Participant's Right to Put Employer Stock to the Company and the Plan

(a)	General - In the event the Plan acquires Employer Stock in a leveraged
transaction, any Participant (or his Beneficiary) thereafter receiving a
distribution of Employer Stock from the Plan at a time when such Employer
Stock is not readily tradable on an established market shall have a "put
option" on such shares, giving him the right to have the Company purchase
such shares.  The same right shall apply to any Employer Stock distributed
to a Participant (or his Beneficiary) pursuant to his exercising the right
to demand Employer Stock described in Section 5.6.  The put option shall be
exercisable during the following two election periods by giving notice in
writing to the Employer:

(i)	the first option period shall be the sixty (60) day period commencing
on the date of distribution of the shares of Employer Stock; and




                                     21

<PAGE>

(ii)	the second option period shall be the sixty (60) day period commencing on
the date the fair market value of the Employer Stock is determined (and the
Participant or Beneficiary is notified of such determination) for the Plan
Year next following the Plan Year in which such shares of Employer Stock are
distributed.  The Plan may be given the opportunity to purchase shares of
Employer Stock tendered to the Employer under the put option, as described
in subsection (c) hereof.  Except to the extent otherwise required by law,
the put option hereunder shall not apply at any time that the Employer Stock
is readily tradable on an established market.

(b)	Price and Payment - The price at which the put option shall be
exercisable is the fair market value as of the Annual Valuation Date which
precedes the date the put option is exercised except in the case of a put
option in favor of a "disqualified person" (as defined in Code Section 4975)
in which event the fair market value shall be determined as of the date of the
transaction.  Payment for the shares of Employer Stock put to the Employer may
be made in cash or in installments over a period not exceeding five (5) years,
at the election of the Employer.  If the purchase price is paid in
installments, a reasonable interest rate and adequate security must be
provided.  The periodic payments shall begin within thirty (30) days after the
put is exercised.

(c)	Right of Plan - The Plan shall have the option by notice in writing to
the Employer to assume the rights and obligations of the Employer under the put
option provided for herein at the time the put option is exercised.  The put
option provided for hereunder shall not bind the Plan to purchase the
Employer Stock.

(d)	Continuation of Rights - The provisions of this Section 5.8 with
respect to any Employer Stock acquired by the Plan in a leveraged transaction,
or which is distributed to Participants (or Beneficiaries) pursuant to the
right described in section 5.6 hereinabove in lieu of the Plan's right to
distribute Plan benefits in cash, shall be non-terminable and shall continue
if the loan is repaid or if the Plan ceases to be an ESOP, except to the
extent such rights have terminated in accordance with the terms hereof.
Except as otherwise expressly provided in this Plan, any Employer Stock
acquired in a leveraged transaction shall not be subject to any put, call,
or other option or buy-sell or similar arrangement while held by and when
distributed from the Plan, regardless of whether the Plan is then an ESOP.
The protections set forth in the preceding sentence shall be non-terminable.

5.9	Securities Laws Restrictions On Resales - To the extent that the shares
of Employer Stock to be acquired by the Plan have not been registered under
either state or federal securities laws, but have been issued and acquired
pursuant to applicable exemptions thereunder, any such Employer Stock
distributed to Participants in the Plan may only be sold by the Participant
upon registration under such securities laws or pursuant to an available
exemption thereunder.  The shares of Employer Stock held and distributed by
the Plan may be appropriately legended to reflect the restrictions on sale
in the securities laws.

5.10	Maintenance of Accounts Prior to Payout - Subject to the limitations
set forth in Section 5.5, during such period of time between termination of a
Participant's Employment as described in Section 5.5 hereof and the date
when he becomes entitled to actual payment of his interest in his Employer
Contribution Account, his Account Balance shall be maintained by the Trustee
in the following manner:
                                     22
<PAGE>

(a)	The Trustee shall segregate on his books the Participant's Account
Balance as of the date of the termination of his Employment, and such
segregated Account Balance shall not thereafter share in any Employer
contributions or amounts otherwise allocated as Employer contributions.
The balance in a segregated account may remain invested as a part of the Trust
Fund, sharing in the net income, net loss, net appreciation and net
depreciation of the Trust Fund, to the same extent as if such accounts had not
been segregated, with the Trustee having the same powers of investment,
reinvestment and commingling as he has for all other assets of the Trust.

(b)	In the event that an individual for whom a segregated account is
maintained in accordance with Section 5.10(a) is Reemployed following a Break
in Service, such accounts shall continue to be maintained as separate accounts,
provided, however, the Plan Administrator may integrate such segregated
account with his post Break in Service Employer Contribution Account and
thereafter regard it as a single account for all purposes hereunder.

5.11	Present Value of Payments - Any method of payment of benefits shall
result in the present value of payments to be paid to the Participant being
greater than fifty percent (50%) of the present value of the total benefits to
be paid to the Participant and his Beneficiary.

5.12	Commencement of Payments

(a)	In General - Notwithstanding anything herein to the contrary, unless a
Participant otherwise elects in a writing delivered to the Plan
Administrator, subject, however, to the requirements of Section 5.12(b),
benefit payments hereunder shall commence not later than the earlier of (i)
sixty (60) days after the later of (A) the date on which such Participant
reaches his Normal Retirement Date, (B) the Plan Year in which occurs the
tenth anniversary of the year in which such Participant commenced
participation, or (C) the Plan Year in which such Participant's Employment
with the Employer terminates.

(b)	Required Beginning Date - Payments of a Participant's entire interest
in the Plan shall begin no later than the following date: (i) if the
Participant is a five-percent (5%) owner (within the meaning of Code Section
416(i)(1)), April 1 of the calendar year next following the calendar year in
which the Participant attains age 70-1/2, or (ii) for any other Participant,
April 1 of the calendar year next following the later to occur of his
attainment of age 70-1/2 or his retirement.

(c)	Period of Distribution

(i)	General - The requirements of this Section 5.12(c) will take precedence
over any inconsistent provisions of the Plan.  All distributions required
under this Section 5.12(c) will be determined and made in accordance with
the Treasury regulations under Code Section 401(a)(9).

(ii)	Required Beginning Date - The Participant's entire interest will be
distributed, or begin to be distributed, to the Participant no later than
the Participant's required beginning date, determined pursuant to Section
5.12(b).



                                     23

<PAGE>

(iii)	Forms of Distribution - Unless the Participant's entire interest is
distributed in a single lump sum on or before the required beginning date,
as of the first distribution calendar year distributions will be made in
accordance with subsections (iv), (v), (vi) and (vii) of this Section
5.12(c).

(iv)	Amount of Required Minimum Distribution For Each Distribution Calendar
Year - During the Participant's lifetime, the minimum amount that will be
distributed for each distribution calendar year is the lesser of:

(1)	the quotient obtained by dividing the Participant's Account balance by
the distribution period in the Uniform Lifetime Table set forth in Section
1.401(a)(9)-9 of the Treasury regulations, using the Participant's age as of
the Participant's birthday in the distribution calendar year; or

(2)	if the Participant's sole designated Beneficiary for the distribution
calendar year is the Participant's spouse, the quotient obtained by dividing
the Participant's Account balance by the number in the Joint and Last
Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury
regulations, using the Participant's and spouse's attained ages as of the
Participant's and spouse's birthdays in the distribution calendar year.

(v)	Lifetime Required Minimum Distributions Continue Through Year of
Participant's Death - Required minimum distributions will be determined
under this Section 5.12(c) beginning with the first distribution calendar
year and up to and including the distribution calendar year that includes
the Participant's date of death.

(vi)	Death on or After Date Distributions Begin

(1)	Participant Survived by Designated Beneficiary - If the Participant
dies on or after the date distributions begin and there is a designated
Beneficiary, the minimum amount that will be distributed for each distribution
calendar year after the year of the Participant's death is the quotient
obtained by dividing the Participant's Account balance by the longer of the
remaining life expectancy of the Participant or the remaining life expectancy
of the Participant's designated Beneficiary, determined as follows:

(A)	The Participant's remaining life expectancy is calculated using the age
of the Participant in the year of death, reduced by one for each subsequent
year.

(B)	If the Participant's surviving spouse is the Participant's sole
designated Beneficiary, the remaining life expectancy of the surviving
spouse is calculated for each distribution calendar year after the year of
the Participant's death using the surviving spouse's age as of the spouse's
birthday in that year.  For distribution calendar years after the year of
the surviving spouse's death, the remaining life expectancy of the surviving








                                     24

<PAGE>

spouse is calculated using the age of the surviving spouse as of the
spouse's birthday in the calendar year of the spouse's death, reduced by one
for each subsequent calendar year.

(C)	If the Participant's surviving spouse is not the Participant's sole
designated Beneficiary, the designated Beneficiary's remaining life
expectancy is calculated using the age of the Beneficiary in the year
following the year of the Participant's death, reduced by one for each
subsequent year.

(2)	No Designated Beneficiary -  If the Participant dies on or after the
date distributions begin and there is no designated Beneficiary as of September
30 of the year after the year of the Participant's death, the minimum amount
that will be distributed for each distribution calendar year after the year
of the Participant's death is the quotient obtained by dividing the
Participant's Account balance by the Participant's remaining life expectancy
calculated using the age of the Participant in the year of death, reduced by
one for each subsequent year.

(vii)	Death Before Date Distributions Begin

(1)	Participant Survived by Designated Beneficiary -  If the Participant
dies before the date distributions begin and there is a designated Beneficiary,
the minimum amount that will be distributed for each distribution calendar
year after the year of the Participant's death is the quotient obtained by
dividing the Participant's Account balance by the remaining life expectancy
of the Participant's designated Beneficiary, determined as provided in
Section 5.12(c)(vi).

(2)	No Designated Beneficiary -  If the Participant dies before the date
distributions begin and there is no designated Beneficiary as of September
30 of the year following the year of the Participant's death, distribution
of the Participant's entire interest will be completed by December 31 of the
calendar year containing the fifth anniversary of the Participant's death.

(3)	Death of Surviving Spouse Before Distributions to Surviving Spouse Are
Required to Begin -  If the Participant dies before the date distributions
begin, the Participant's surviving spouse is the Participant's sole
designated Beneficiary, and the surviving spouse dies before distributions
are required to begin to the surviving spouse under Section 5.6(d), this
Section 5.12(c)(vii) will apply as if the surviving spouse were the
Participant.

(viii)	Definitions - The following definitions shall apply for purposes of
Sections 5.6 and 5.12:

(1)	Designated Beneficiary -  The individual who is designated as the
Beneficiary under Article VI of the Plan and is the designated Beneficiary








                                     25

<PAGE>

under Code Section 401(a)(9) and Section 1.401(a)(9)-1, Q&A-4 of the
Treasury regulations.

(2)	Distribution calendar year -  A calendar year for which a minimum
distribution is required.  For distributions beginning before the
Participant's death, the first distribution calendar year is the calendar
year immediately preceding the calendar year which contains the
Participant's required beginning date.  For distributions beginning after
the Participant's death, the first distribution calendar year is the
calendar year in which distributions are required to begin under Section
5.6(d).  The required minimum distribution for the Participant's first
distribution calendar year will be made on or before the Participant's
required beginning date.  The required minimum distribution for other
distribution calendar years, including the required minimum distribution for
the distribution calendar year in which the Participant's required beginning
date occurs, will be made on or before December 31 of that distribution
calendar year.

(3)	Life expectancy -  Life expectancy as computed by use of the Single
Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.

(4)	Participant's Account balance -  The Account balance as of the last
valuation date in the calendar year immediately preceding the distribution
calendar year (valuation calendar year) increased by the amount of any
contributions made and allocated or forfeitures allocated to the Account
balance as of dates in the valuation calendar year after the valuation date
and decreased by distributions made in the valuation calendar year after the
valuation date.  The Account balance for the valuation calendar year
includes any amounts rolled over or transferred to the Plan either in the
valuation calendar year or in the distribution calendar year if distributed
or transferred to the Plan either in the valuation calendar year or in the
distribution calendar year if distributed or transferred in the valuation
calendar year.

5.13	Error in Participant's Account - When an error or omission is
discovered in the account of a Participant, the Trustee shall, upon direction
by the Plan Administrator make such equitable adjustments as the Plan
Administrator deems necessary as of the Plan Year in which the error or
omission is discovered.

5.14	No Other Benefits or Withdrawals - Except as expressly provided for in
this Article V or Section 4.5(b), for so long as this Plan continues in
effect no individual, whether a Participant, former Participant, Beneficiary
or otherwise, shall be entitled to any payment or withdrawal of funds from
the Trust Fund.

5.15	Voting Rights

(a)	Voting of Allocated Shares - Except as provided in subsection (d)
below, each Participant shall have the right to direct the Trustee
confidentially with respect to the voting of Employer Stock held in the Trust
and allocated to the Participant's Employer Contribution Account.  The
Participant shall convey his instructions with respect to such shares in



                                     26

<PAGE>

confidence in writing to the ESOP Committee, which shall then inform the
Trustee of such voting instructions.  In the absence of an ESOP Committee, such
instructions shall be communicated by the Participants directly to the Trustee.
The instructions so received by the ESOP Committee and Trustee shall be held by
the ESOP Committee and Trustee in confidence and shall not be divulged or
released to any person.  Upon timely receipt of such instructions, the
Trustee shall on each matter vote as instructed the number of shares of
Employer Stock allocated to such Participant's Employer Contribution
Account.  To the extent permitted by law, any shares with respect to which
the Participant does not give directions for voting in a timely manner shall
be voted by the Trustee as directed by the ESOP Committee.  For voting
purposes, allocated fractional shares of Employer Stock shall be aggregated
into whole shares of Employer Stock and voted by the Trustee to the extent
possible to reflect the voting instructions of Participants with respect to
whole shares of Employer Stock allocated to their Employer Contribution
Accounts.

(b)	Voting of Unallocated Shares - Except as provided in (d) below, shares
of Employer Stock held by the Trustee and not yet allocated to Participants'
Employer Contribution Accounts shall be voted by the Trustee, in the same
proportion as Participants direct the voting of allocated shares of Employer
Stock.

(c)	Obligations of the Company - Except as provided in (d) below, the
Company shall in an appropriate time and manner furnish the Trustee and
Participants with proxy materials, notices and information statements when
voting rights are to be exercised.  In general, the materials to be furnished
Participants shall be the same as those provided to security holders.

(d)	Voting Non-Registration Type Stock - In the event the Employer Stock is
not at the time a registration-type class of securities as defined in Code
Section 409(e), then except as provided in the following sentence, the
Employer Stock held in the Trust shall be voted in the manner determined by
the ESOP Committee and communicated in writing to the Trustee.  With respect
to any matter which involves the voting of such shares with respect to the
approval or disapproval of any corporate merger, consolidation,
recapitalization, reclassification, liquidation, dissolution, sale of
substantially all the assets or such similar transaction as prescribed in
regulations, each Participant shall be entitled to direct the Trustee as to
the exercise of any voting rights attributable to shares of Employer Stock
allocated to his Employer Contribution Account at such date.  On all other
matters, the ESOP Committee and the Trustee need not solicit voting
instructions from Participants.

5.16	Tender or Exchange Offer for Company Stock

(a)	Tender or Exchange of Allocated Shares - Notwithstanding the other
provisions of the Plan, in the event of a tender or exchange offer for
Employer Stock at a time when such Employer Stock is readily tradable on an
established market, each current or former Participant (or after the death
of a former Participant, his Beneficiary) who has shares of Employer Stock
allocated to his Employer Contribution Account hereunder shall be given the
opportunity to direct the Trustee confidentially regarding whether to tender
or exchange the whole shares of Employer Stock allocated to his Employer
Contribution Account.  To such end, as promptly as practicable after a
tender or exchange offer for Employer Stock is made, the Trustee shall send

                                     27
<PAGE>
to all those described in the preceding sentence (hereinafter referred to as
the "Affected Participants") such materials and forms for responding as are
appropriate in order to determine the direction of each Affected
Participant.  Any form for responding shall prominently note that failure by
an Affected Participant to return such form within a specified reasonable
period of time shall be deemed a direction to the Trustee not to tender or
exchange the whole shares of Employer Stock allocated to the Employer
Contribution Account of such Affected Participant.  The Participant shall
convey his instructions in confidence in writing to the ESOP Committee,
which shall then convey such instructions to the Trustee.  In the absence of
an ESOP Committee, such instructions shall be conveyed directly to the
Trustee.  As promptly as practicable after receiving an Affected
Participant's response form which directs it to tender or exchange his whole
shares of Employer Stock, the Trustee shall carry out the tender or exchange
of such shares; provided, however, that the Trustee shall have the right to
change or to modify its actions hereunder to comply with the terms of any
valid order of a court of competent jurisdiction directing it to take
certain actions inconsistent with the requirements of this Section.  After
the expiration of the period during which Affected Participants may direct
the Trustee to tender or exchange their shares, the Trustee shall determine
the total number of whole shares it was directed to tender or exchange, and
the total number of whole shares it was directed not to tender or exchange
(either expressly or by failure to timely respond).  If the majority of the
allocated whole shares of Employer Stock were directed to be tendered or
exchanged, then the Trustee shall also tender or exchange, as promptly as
practicable, any allocated fractional shares which are held in the Trust.
However, if the majority of the allocated whole shares of Employer Stock
were not directed to be tendered or exchanged, the Trustee shall not tender
or exchange any such allocated fractional shares.  In carrying out the steps
necessary to determine the directions of Affected Participants under this
Section, the Trustee shall adopt such means as it deems appropriate to
provide Affected Participants with the opportunity to indicate their
directions in a confidential manner, i.e., without the disclosure of any
Affected Participant's individual decision to the public or the Company.

(b)	Unallocated Shares - In the case of shares of Employer Stock that have
not been allocated to the Employer Contribution Accounts, the ESOP Committee
shall convey tender or exchange instructions to the Trustee with respect to
such unallocated shares, which instructions shall direct that the Trustee
tender or exchange such shares in the same proportion as Participants direct
the tender or exchange of shares of Employer Stock allocated to their
Employer Contribution Accounts, treating for this purpose the failure of a
Participant to instruct or validly instruct the ESOP Committee or Trustee as
a decision not to tender or exchange.

5.17	Appraisal of Employer Stock - In the event that any class or series of
Employer Stock held by the Plan is not readily tradable on an established
market, all valuations, including the annual valuation, of Employer Stock
must be performed by an independent appraiser meeting the requirements of
the regulations under Code Section 170(a)(1).

5.18	Direct Transfer of Eligible Rollover Distributions

(a)	For the purposes of this Section 5.18, the following definitions shall
apply:


                                     28

<PAGE>

(i)	"Eligible Rollover Distribution" shall mean any distribution of all or
any portion of the balance to the credit of the Distributee, except that an
Eligible Rollover Distribution shall not include:  any distribution that is
one of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the
Distributee or the joint lives (or joint life expectancies) of the
Distributee and the Distributee's designated Beneficiary, or for a specified
period of ten years or more; any distribution to the extent such
distribution is required under Code Section 401(a)(9); distribution
described in Code Section 401(k)(2)(B)(i)(IV); or the portion of any
Distribution that is not includable in gross income (determined without
regard to the exclusion for net unrealized appreciation with respect to
employer securities).

(ii)	"Eligible Retirement Plan" shall mean an individual retirement account
described in Code Section 408(a), an individual retirement annuity described
in Code Section 408(b), an annuity plan described in Code Section 403(a), a
qualified trust described in Code Section 401(a), that accepts the
Distributee's Eligible Rollover Distribution, or an annuity contract
described in Code Section 403(b) and an eligible plan under Code Section
457(b) which is maintained by a state, political subdivision of a state, or
any agency or instrumentality of a state or political subdivision of a state
and which agrees to separately account for amounts transferred into such
plan from the Plan.  The definition of Eligible Retirement Plan shall also
apply in the case of a distribution to a surviving spouse, or to a spouse or
former spouse who is the alternate payee under a qualified domestic relation
order, as defined in Code Section 414(p).  However, in the case of an
Eligible Rollover Distribution to the surviving spouse, an Eligible
Retirement Plan shall mean only an individual retirement account or
individual retirement annuity.

(iii)	"Distributee" shall mean an Employee or former Employee.  In addition,
the Employees or former Employee's surviving spouse and the Employee's or
former Employee's spouse or former spouse who is the alternate payee under a
qualified domestic relations order, as defined in Code Section 414(p), are
Distributees with regard to the interest of the spouse or former spouse.

(iv)	"Direct Rollover" shall mean a payment to the Eligible Retirement Plan
specified by the Distributee either by direct transfer from the Plan, or by
delivery of the distribution check by the Distributee, provided such check
is made out in a manner to ensure that it is negotiable only by the trustee
of the Eligible Retirement Plan.

(b)	Notwithstanding any provision of the Plan to the contrary, a
Distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Distributee in a
Direct Rollover.








                                     29

<PAGE>

                                  ARTICLE VI

                          DESIGNATION OF BENEFICIARY

Each Employee becoming a Participant hereunder shall designate in writing,
in such form and manner as shall be prescribed by such rules and regulations
as the Plan Administrator may promulgate in this connection, a Beneficiary
of any interest under this Trust which may be payable with respect to such
Participant in the event of his death before or after retirement, or after
such termination of Service as may entitle him to a Vested Interest in the
Trust Fund, which designation may include the designation of an alternate
Beneficiary.  Subject also to such rules and regulations as the Plan
Administrator may promulgate, a Participant may from time to time change
such designation of Beneficiary (or alternate Beneficiary).

In the event benefits become payable upon the death of a Participant and no
Beneficiary has been properly designated as above provided, or if the
designated Beneficiary shall have predeceased him, such benefits shall be
payable in full to the following in the order set out: (1) to the surviving
spouse of the Participant or (2) if the Participant dies without a spouse
then living, to the surviving children of the Participant (per capita) or
(3) if none of the foregoing persons is then living, to the surviving
brothers and sisters of the Participant (per capita) or (4) if none of the
foregoing persons is then living, to the surviving parents of the
Participant (per capita) or (5) if none of the foregoing persons is then
living, to the Participant's estate.  The identity of the Beneficiary of a
deceased Participant's interest shall be determined by the Plan
Administrator after reasonable investigation.  The determination of the Plan
Administrator in this connection shall be final and conclusive and both the
Plan Administrator and the Trustee shall be fully protected in paying such
benefits to such deceased Participant's Beneficiary as so determined,
regardless of whether payments are actually made to a person or persons who
actually constitute beneficiaries of such deceased Participant under the
provisions hereof.

Notwithstanding the foregoing provisions, the Participant's entire interest
in the Plan at his death, if any, shall be paid to such Participant's
surviving spouse (if such spouse is then living) unless prior to the
Participant's death, the spouse consents in a writing witnessed by a Plan
representative or a notary public to permit the Participant to designate a
person other than the spouse as the Participant's Beneficiary, which consent
may expressly permit designations of Beneficiary(ies) by the Participant
without any requirement of further consent by such spouse.  This provision
shall not apply where it is established to the satisfaction of the Plan
Administrator that such consent cannot be obtained because there is no
spouse, because the spouse cannot be located, or because of such other
circumstances as may be permitted by the regulations.  Neither shall this
provision apply unless the spouse and Participant have been married
throughout the one year period ending on the date of the Participant's
death.  The Plan Administrator shall provide to each Participant within a
reasonable time before such Participant is entitled to receive benefits, a
written explanation of the Participant's spouse's right to waive the
surviving spouse benefits described in this Article VI.



                                     30

<PAGE>
                                 ARTICLE VII

                               ADMINISTRATION

7.1	Allocation of Responsibility Among Fiduciaries for Plan and Trust
Administration - The Fiduciaries shall have only those specified powers,
duties, responsibilities and obligations as are specifically given them
under this Plan and Trust.  In general, the Employer shall have the sole
responsibility for making the contributions provided for under Article III,
and the Company shall have the sole authority to appoint and remove the
Trustee, the Plan Administrator and any Investment Manager or Managers which
it may elect to provide for managing all or any portion of the Trust, and to
amend or terminate, in whole or in part, this Plan and Trust.  The Plan
Administrator shall have the sole responsibility for the administration of
the Plan and the Trustee shall have the sole responsibility for management
of the assets held under the Trust (except where an Investment Manager has
been appointed), all as more specifically provided hereinafter.  Each
Fiduciary may rely upon any direction, information or action of another
Fiduciary in the exercise of the latter's respective powers, duties,
responsibilities arid obligations hereunder, as being proper under this Plan
and Trust, and shall not be required to inquire into the propriety of any
such direction, information or action.  It is intended that each Fiduciary
shall be responsible for the proper exercise of its own powers, duties,
responsibilities and obligations under this Plan and Trust and shall not be
responsible for any act or failure to act of another Fiduciary.  No
Fiduciary guarantees the Trust Fund in any manner against investment loss or
depreciation in asset value.

7.2	Appointment of Plan Administrator - The Plan Administrator shall be the
ESOP Committee, or in its absence, the Employer.  It is anticipated that in
the absence of the ESOP Committee, the Employer shall delegate its rights,
duties and responsibilities as Plan Administrator to an administrative
committee consisting of one or more persons designated from time to time by
the Board of Directors of the Employer, and the Employer hereby authorizes
such delegation.

The President of the Employer (or in the event of the President's inability
or failure to act, any Vice President of such company) shall certify in
writing to the Trustee, as promptly as practicable after any change in the
membership of the ESOP Committee, the names of the persons then serving as
members of the committee.  The Trustee shall be entitled to rely on the
names so certified as being the authorized and acting members of the
committee until notified of any change by subsequent certification.

The ESOP Committee or any administrative committee may act at a meeting or
by unanimous written consent without a meeting.  Such committee shall elect
one of its members as chairman, appoint a secretary, who may or may not be a
committee member, and advise the Trustee of such actions in writing.  The
secretary shall keep a record of all meetings and forward all necessary
communications to the Employer or the Trustee.  A quorum of the committee
shall consist of not less than two-thirds of the members thereof, and a
majority vote of those present shall control on all matters acted upon at a
meeting of the committee.  A dissenting committee member who, within a
reasonable time after he has knowledge of any action or failure to act by
the majority, registers his dissent in writing delivered to the other
committee members, the Employer, and the Trustee, shall not be responsible
for any such action or failure to act.

                                     31
<PAGE>

7.3	Claims Procedure - The Plan Administrator shall make all determinations
as to the right of any person to eligibility or a benefit under the Plan.
Benefits under this Plan will be paid only if the Plan Administrator decides
in its discretion that the applicant is entitled to them.  If a written
request for a Plan benefit by a Participant or Beneficiary is wholly or
partially denied, the Plan Administrator will provide such claimant a
comprehensible written notice setting forth:

(i)	the specific reason or reasons for such denial;

(ii)	specific reference to pertinent Plan provisions on which the denial is
based;

(iii)	a description of any additional material or information necessary for
the claimant to submit to perfect the claim and an explanation of why such
material or information is necessary;

(iv)	a description of the Plan's claim review procedure.  The review
procedure is available upon written request by the claimant to the Plan
Administrator within 60 days after receipt by the claimant of written notice of
the denial of the claim, and includes the right to examine pertinent documents
and submit issues and comments in writing to the Plan Administrator.  The
decision on review will be made within 60 days after receipt of the request
for review unless circumstances warrant an extension of time not to exceed
an additional 60 days and shall be in writing and drafted in a manner
calculated to be understood by the claimant, and include specific reasons
for the decision with references to the specific Plan provisions on which
the decision is based.

7.4	Records and Reports - The Plan Administrator shall exercise such
authority and responsibility as it deems appropriate in order to comply with
ERISA and governmental regulations issued thereunder relating to records of
Participants' service and Account Balances; notifications to Participants;
annual registration with the Internal Revenue Service; annual reports to the
Department of Labor; and such other documents or reports as may be required
by ERISA.  The Employer shall from time to time make available to the Plan
Administrator such information with respect to the Employees, their dates of
employment, their compensation, and other matters as may be necessary or
desirable in connection with the performance by the Plan Administrator of
its duties with respect to the Plan.  The Plan Administrator shall, in turn,
furnish to the Trustee such information and such rulings and decisions as
the Trustee may require or may request in connection with the performance of
its duties as Trustee of the Trust Fund hereby created.

7.5	Other Plan Administrator Powers and Duties - The Plan Administrator
shall have such duties and powers as may be necessary to discharge its duties
hereunder, including, but not by way of limitation, the provisions of
Section 1.19 and the following:

(a)	the sole and exclusive authority to construe and interpret the Plan,
decide all questions of eligibility and determine the amount, manner and time
of payment of any benefits hereunder;




                                     32

<PAGE>

(b)	to prescribe procedures to be followed by Participants or Beneficiaries
filing applications for benefits;

(c)	to prepare and distribute, in such manner as the Plan Administrator
determines to be appropriate, information explaining the Plan;

(d)	to receive from the Employer and from Participants such information as
shall be necessary for the proper administration of the Plan;

(e)	to furnish the Employer, upon request, such annual reports with respect
to the administration of the Plan as are reasonable and appropriate;

(f)	to receive, review and keep on file (as it deems convenient or proper)
reports of the financial condition, and of the receipts and disbursements,
of the Trust Fund from the Trustee (or any Investment Manager);

(g)	to appoint or employ individuals or other parties to assist in the
administration of the Plan and any other agents it deems advisable,
including accountants and legal and actuarial counsel; and

(h)	to designate or employ persons to carry out any of the Plan
Administrator's fiduciary duties or responsibilities under the Plan.

7.6	Rules and Decisions - The Plan Administrator may adopt such bylaws,
rules and regulations as it deems necessary, desirable, or appropriate,
provided that same shall not be inconsistent with or contrary to the express
terms of this Plan.  All such bylaws, rules, regulations and decisions of the
Plan Administrator shall be uniformly and consistently applied to all
Participants in similar circumstances.  When making a determination or
calculation, the Plan Administrator shall be entitled to rely upon
information furnished by a Participant or Beneficiary, the Employer, the
legal or actuarial counsel of the Employer, any Investment Manager, or the
Trustee.

7.7	Authorization of Benefit Payments - The Plan Administrator shall issue
directions to the Trustee concerning all benefits which are to be paid from
the Trust Fund pursuant to the provisions of the Plan.

7.8	Application and Forms for Benefits - The Plan Administrator may require
a Participant to complete and file with the Plan Administrator an application
for a benefit and all other forms approved by the Plan Administrator and to
furnish all pertinent information requested by the Plan Administrator.  The
Plan Administrator may rely upon all such information so furnished it,
including but not limited to the Participant's current mailing address.

7.9	Payment for Benefit of Disabled or Incapacitated Person - Whenever, in
the Plan Administrator's opinion, a person entitled to receive any payment of a
benefit or installment thereof hereunder is under a legal disability or is
incapacitated in any way so as to be unable to manage his financial affairs,
the Plan Administrator may direct the Trustee to make payments to such
person or to his legal representative or to a relative or friend of such
person for his benefit, or the Plan Administrator may direct the Trustee to
apply the payment for the benefit of such person In such manner as the Plan



                                     33

<PAGE>

Administrator considers advisable.  Any payment of a benefit or installment
thereof in accordance with the provisions of this Section shall be a
complete discharge of any liability for the making of such payment under the
provisions of the Plan.

7.10	Notices to Trustee - All notices from the Plan Administrator or any
Investment Manager to the Trustee shall be in writing, and the Trustee may
rely thereon in carrying out its duties and responsibilities hereunder.

7.11	Indemnification by the Company - The Company shall indemnify and hold
harmless the Board of Directors, any Employee performing duties with respect
to the Plan, the Plan Administrator and the Trustee from and against any and
all claims, losses, damages, expenses and liabilities arising from their
responsibilities in connection with the Plan, unless such liability arises
from the person's gross negligence or dishonesty in the performance of its
duties.








































                                     34

<PAGE>
                                ARTICLE VIII

              POWERS, DUTIES AND RESPONSIBILITIES OF THE TRUSTEE

8.1	Establishment and Acceptance of Trust - The Trustee shall hold and
manage the assets received by it to be included in the Trust Fund.  All
contributions so received together with the income therefrom shall be
managed, invested and reinvested by the Trustee in accordance with Section

8.2, subject, however, to the right of the Company to appoint and employ an
Investment Manager or Managers, to manage and/or invest and reinvest the
Trust Fund, or any part thereof, in which event the Investment Manager shall
be certified as such to the Trustee by the Company and the Trustee shall not
be liable for the acts or omissions of such Investment Manager or Managers
or be under any obligation to manage or invest the assets of the Trust Fund
which are subject to management by such Investment Manager or Managers.  Any
such Investment Manager so employed must meet the definition thereof
contained in Section 3(38) of ERISA and must acknowledge in writing at the
time of such employment that he or it is a fiduciary with respect to the
Plan.  The chief executive officer of any such Investment Manager shall
certify in writing to the Trustee the names of all persons who shall act on
behalf of the Investment Manager with respect to the Trust Fund, and the
Trustee may rely thereon in its dealings with the Investment Manager.  The
Trustee shall have the power to take such action and execute such documents
with respect to the Plan, the Trust Fund created thereunder and the benefits
provided thereunder as it may deem necessary or advisable in order to carry
out the purposes for which the Plan is established and operated.

8.2	Investment of Trust Fund - The Plan is designed to be an employee stock
ownership plan (as such term is defined in Code Section 4975.  Therefore,
the Employer Contribution Accounts under the Trust Fund shall be invested
primarily in Employer Stock.  The ESOP Committee shall direct the Trustee in
writing as to all purchases and sales of Employer Stock by the Plan.  Shares
of Employer Stock may be purchased in the open market, from the Company or
affiliates of the Company, or through privately negotiated transactions, at
prices not in excess of the fair market value of the Employer Stock on the
date of the purchase, as long as such purchases are permitted by applicable
law.  The Trustee may suspend purchases of Employer Stock in circumstances
which, in the opinion of counsel for the Trustee, such suspension is
necessary to comply with rules and regulations of the Securities and
Exchange Commission, in which event such purchases will be made or resumed
as or when the Trustee is satisfied that such purchases are permitted under
such rules and regulations.  To the extent the Trustee does not receive such
written direction from the Plan Administrator and to the extent the Trust
Fund is not invested in Employer Stock, the funds of the Trust may be
invested in stocks, common or preferred, trust shares, mutual fund shares,
annuity contracts and insurance policies (including specifically "key man"
insurance on any key employee of the Employer) bonds and mortgages and other
evidences of indebtedness or ownership, master variable notes, commercial
paper, repurchase agreements issued by persons other than the Trustee which
are secured by obligations of the U.S. Treasury or agencies or
instrumentalities of the United States (except as any such investment may be
limited hereunder or under the provisions of ERISA), and, consistently with
Code Section 4975(d)(4), any deposits with Southwest Georgia Bank or an
affiliated state or federally supervised bank, including certificates of
deposits or savings certificates, and in any common trust fund or commingled
trust fund maintained by the Trustee for the investment of qualified

                                     35
<PAGE>
employee benefit trusts; provided, however, the Trustee or Investment
Manager, as the case may be, shall be subject to the principal requirements
that the Plan is to be invested primarily in Employer Stock and that the
investments of the other assets of the Plan shall be diversified to the
extent necessary to minimize the risk of large losses, unless under the
circumstances it is clearly prudent not to do so.  For purposes of the
restrictions on investment in and holding of Employer Stock, the Trustee
(and any Investment Manager) shall be permitted to invest in and hold such
securities having an aggregate fair market value up to 100% of the fair
market value of the Trust Fund's assets.

In the event the Plan Administrator directs the Trustee to dispose of shares
of Employer Stock under circumstances which would, in the opinion of counsel
for the Trustee, require registration of such shares under the Securities
Act of 1933 and/or qualification of the shares under the blue sky laws of
any state or states, then the Trustee shall not be required to proceed with
such disposition of the shares unless the Employer takes any and all actions
as may be deemed necessary to effect such registration and/or qualification.
The costs of such registration and/or qualification shall be borne by the
Employer.

The Trustee may cause any investment in securities held by the Trustee to be
registered in or transferred into its name as Trustee or into the name of
such nominee as it may appoint, or it may retain the same unregistered and
in such form as shall permit transferability, but the books and records of
the Trust Fund shall at all times show that all such investments are part of
the Trust Fund.

The ESOP Committee shall establish the general investment policy and
objectives for the Trust Fund and shall communicate same to the Trustee and
any Investment Manager who may then be serving as such, as promptly as
practicable after establishing or revising same.  It shall be the
responsibility of the Trustee and any such Investment Manager to advise the
Company, in writing, at reasonable intervals and at such other times as the
Company shall request of all investments and reinvestments of the Trust Fund
made in furtherance of such investment policy and objectives.

Notwithstanding the foregoing provisions of this Section 8.2, the investment
of Trust Fund assets shall be subject to the provisions of Article IV of the
Plan.

8.3	Discharge of Duties - The ESOP Committee, Plan Administrator, the
Trustee and any Investment Manager (and any other party who may at any time be
serving as a Fiduciary with respect to the Plan) shall discharge their
duties solely in the interests of the Participants and Beneficiaries, for
the exclusive purpose of providing benefits as herein described and
defraying reasonable expenses of administration, in accordance with the Plan
and consistent with the fiduciary responsibility provisions of ERISA Title
I, and with the care, skill, prudence and diligence, under the circumstances
then prevailing, that a prudent man acting in a like capacity and familiar
with such matters would use in the conduct of an enterprise of like
character and with like aims.

8.4	Prohibited Transactions - Notwithstanding anything herein to the
contrary, neither the Trustee, nor any other party at any time serving as a
Fiduciary with respect to the Plan, shall cause the Plan to engage in any
"prohibited transactions" as same are defined and applicable to this Plan under
ERISA Section 406 or Code Section 4975, subject to any available and applicable
                                     36
<PAGE>

exception contained in or allowed by ERISA or the Code, and, except as
otherwise permitted by such exemption and provided for herein, in complying
with such limitations, neither the Trustee nor any other Fiduciary shall
engage in any transaction which they know or should know constitutes a
direct or indirect:

(a)	sale or exchange or leasing of any property between the Trust Fund and
a "party in interest" or a "disqualified person" (as such terms are defined
under ERISA);

(b)	lending of money or other extension of credit between the Trust Fund
and a party in interest or a disqualified person;

(c)	furnishing of goods, services, or facilities between the Trust Fund and
a party in interest or a disqualified person;

(d)	transfer to, or use by or for the benefit of, a party in interest or a
disqualified person, of any assets of the Trust Fund; or

(e)	acquisition, on behalf of the Trust Fund, of any Employer security or
Employer real property which would constitute a violation by this Plan of
Section 407 of ERISA.

Unless such transaction is permissible under ERISA, neither the Trustee nor
any other Fiduciary shall deal with the assets of the Trust Fund in their
own interest or for their own account or act in any transaction involving
the Trust Fund on behalf of a party (or represent a party) whose interests
are adverse to the interests of the Trust Fund or the interests of its
Participants or Beneficiaries.  No Fiduciary shall receive any consideration
for its own personal account from any party dealing with the Trust Fund in
connection with a transaction involving the assets of the Trust Fund.

8.5	Delegation of Responsibilities - The Trustee and any other party
serving as a Fiduciary with respect to the Plan shall act prudently in the
delegation or allocation of responsibilities to other persons (to the extent
such delegation or allocation is allowable hereunder and under ERISA), and
if at any time there is more than one authorized Trustee serving, each
Trustee shall exercise reasonable care to prevent the other Trustees from
committing a breach of such other Trustees' obligations and responsibilities
hereunder.  Each Fiduciary shall conduct a periodic review to assure that
functions delegated by such Fiduciary are carried out properly.  Neither the
Trustee nor any other person serving at any time as a Fiduciary with respect
to the Plan shall be liable for the actions of any other Trustee or
Fiduciary unless he knowingly participates, approves, acquiesces in or
conceals a breach of obligations and responsibilities committed by the
other.

8.6	Powers of Trustee - Subject to the rights of the ESOP Committee with
respect to the purchase and sale of Employer Stock, the terms of an exempt
loan, and the rights of the Participants with respect to the voting and
tender of Employer Stock, the Trustee (and any Investment Manager to the
extent applicable to its investment powers and duties) shall have the
following powers and authority in the administration and investment of the
Trust Fund, to be exercised without being required to make or to file any
inventory or appraisal with, nor to give any bond or be a surety thereon to,

                                     37

<PAGE>

any officer, court or tribunal, and in accordance with and subject to the
above provisions of this Article VIII:

(a)	Purchase of Property - To purchase or subscribe for any securities or
other property, real and personal, and to retain the same in trust.

(b)	Sale, Exchange, Conveyance and Transfer of Property - To sell,
exchange, convey, transfer or otherwise dispose of any securities or other
property held by it, by public or private sale without notice, advertisement or
court order.  No person dealing with the Trustee shall be bound to see to the
application of the purchase money or to inquire into the validity,
expediency, or propriety of any such-sale or other disposition.

(c)	Exercise of Owner's Rights - Subject to Section 5.15, to vote in
accordance with its fiduciary obligations hereunder any Employer Stock or any
other stocks, bonds or other securities held in the Trust Fund on all matters
for which such vote is required; to give general or special proxies or powers
of attorney with or without power of substitution; to exercise any conversion
privileges, subscription rights, or other options, and to make any payments
incidental thereto; to oppose, or to consent to or otherwise participate in,
corporate reorganizations or other changes affecting corporate securities,
and to delegate discretionary powers, and to pay any assessments or charges
in connection therewith; and generally to exercise any of the powers of an
owner with respect to the Employer Stock and any other stocks, bonds,
securities or other property held as part of the Trust Fund.

(d)	Borrowing - To borrow or raise money for the purpose of the Plan in
such amount, and upon such terms and conditions, including entering into
purchase money transactions, as the ESOP Committee appointed by the Board may
direct and the Trustee shall determine appropriate; and for any sum so
borrowed, to issue its promissory note as Trustee, and to secure the repayment
thereof by pledging all or any part of the Trust Fund.  No person lending money
to the Trustee shall be bound to see to the application of the money lent or to
inquire into the validity, expediency or propriety of any such borrowing.
Any borrowing by the Trustee to purchase Employer Stock shall provide for
the following special provisions:

(i)	the Plan shall repay to the lender the amount of such loan, together
with the interest thereon, only out of amounts contributed for such purposes to
the Plan by the Employer;

(ii)	from time to time, as the Plan repays such loan, shares of Employer
Stock shall be released from the suspense account for allocation to
Participants' accounts as provided in Section 4.3 (b);

(iii)	the collateral, if any, from the Trust Fund to secure such loan shall
be limited to the Employer Stock purchased with the proceeds of such loan and
then only to the extent that such stock has not been released from the
suspense account for allocation to Participants' accounts as provided for in
Section 4.3;

(iv)	the loan shall be made without recourse against the existing assets of
the Plan;



                                     38

<PAGE>

(v)	in the event of default by the Plan under such loan, the value of
assets of the Plan transferred in satisfaction of the loan must not exceed the
amount of the default; provided, where the lender is a "disqualified person"
(as such term is defined in Code Section 4975), Plan assets may be transferred
to such disqualified person only upon and to the extent of failure to meet
the payment schedule of the loan;

(vi)	the loan must be for a specific term, and not payable on demand, and
the interest rate on the loan must not be in excess of a reasonable rate; and

(vii)	such other requirements as may be necessary for the loan or purchase
money transaction to meet the applicable requirements of Code Section 4975 for
an exempt loan.

(e)	Retention of Cash - To keep such portion of the Trust Fund in cash or
cash balances as the Trustee, from time to time, may deem to be in the best
interests of the Trust, without liability for interest thereon.

(f)	Retention of Property Acquired - To accept and retain for such time as
it may deem advisable any securities or other property received or acquired by
it as Trustee hereunder, whether or not such securities or other property
would normally be purchased as investments hereunder.

(g)	Execution of Instruments - To make, execute, acknowledge and delivery
any and all documents of transfer and conveyance and any and all other
instruments that may be necessary or appropriate to carry out the powers
herein granted.

(h)	Settlement of Claims and Debts - To settle, compromise or submit to
arbitration any claims, debts or damages due or owing to or from the Trust
Fund, to commence or defend suits or legal or administrative proceedings,
and to represent the Trust Fund in all suits and legal and administrative
proceedings.

(i)	Employment of Agents and Counsel - To employ suitable agents and
counsel (who shall be counsel for or acceptable to the Company), and to pay
their reasonable expenses and compensation, and the Trustee shall be fully
protected in relying upon the advice of such counsel.

(j)	Buy-Sell Agreements - To enter into buy-sell agreements upon such terms
as the Trustee deems appropriate for the purchase of Employer Stock which give
the Plan the option to purchase Employer Stock upon the death of another
party to the agreement, but which do not obligate the Plan to purchase such
Employer Stock.

(k)	Power to Do Any Necessary Act - To do all acts, take all such
proceedings, and exercise all such rights and privileges, although not
specifically mentioned herein, as the Trustee may deem necessary to administer
the Trust Fund and to carry out the purposes of this Trust.

8.7	Payments From The Fund - The Trustee shall from time to time, on the
written directions of the Plan Administrator, make payments out of the Trust




                                     39

<PAGE>

Fund to such persons, in such manner, in such amounts, and for such purposes
as may be specified in the written directions of the Plan Administrator,
pursuant to Article V, and upon any such payment being made, the amount
thereof shall no longer constitute a part of the Trust Fund.  Each such
written direction shall be accompanied by a certificate of the Plan
Administrator that the payment is in accordance with the Plan.  The Trustee
shall not be responsible in any way with respect to the application of such
payments, or, subject to observing the standards hereinabove set forth in
Sections 8.1 through 8.5, for the adequacy of the Trust Fund to meet and
discharge any and all liabilities under the Plan.

8.8	Payment of Compensation, Expenses and Taxes - The Trustee (and any
Investment Manager) shall be paid such reasonable compensation as shall from
time to time be agreed upon in writing by the Employer and the Trustee or
the Investment Manager, as the case may be.  In addition, they shall be
reimbursed for any reasonable expenses, including reasonable counsel fees,
incurred by them in the management and investment of the Trust Fund.  Such
compensation and expenses shall be paid either by the Employer or the Trust,
as directed by the Employer, but until paid shall constitute a charge upon
the Trust Fund.  All taxes of any and all kinds whatsoever that may be
levied or assessed under existing or future laws upon, or in respect of, the
Trust Fund or the income thereof shall be paid from the Trust Fund.
Brokerage fees and commissions and other purchase and sale transaction
associated costs shall be paid by the Company or the Trust, as directed by
the Company, but until paid shall constitute a charge upon the Trust Fund.

8.9	Accounting - The Trustee shall keep accurate and detailed accounts of
all investments, receipts, disbursements and other transactions hereunder.  All
accounts, books and records relating to such transactions shall be open to
inspection and audit at all reasonable times by any person designated by the
Plan Administrator.

Within ninety (90) days following the close of each fiscal year of the Trust
and within ninety (90) days after the removal or resignation of the Trustee
as provided in Section 8.11 hereof, the Trustee shall file with the Plan
Administrator a written account setting forth all investments, receipts,
disbursements, and other transactions effected by it during such fiscal year
or during the period from the close of the last fiscal year to the date of
such removal or resignation, and setting forth the current value of the
Trust Fund.

8.10	Bond - Any person or party serving as a Fiduciary with respect to the
Plan and any other person or party handling funds of the Plan shall, if
required by ERISA and not otherwise exempted, be bonded in an amount which
shall not be less than 10 percent of the amount of the Trust Fund, but in no
event shall any such bond be less than $1,000.00 nor more than $500,000.00.
The amount of such bond shall be fixed at the beginning of each Plan Year in
accordance with the provisions of ERISA Section 412(a).  The Employer shall
be responsible for paying the cost of such bond.

8.11	Resignation or Removal of the Trustee

(a)	Term of Trustee - The Trustee shall continue to serve as such until his
resignation or removal as herein provided.


                                     40

<PAGE>

(b)	Resignation - Any Trustee may resign and become and remain fully
discharged from any and all further duties or responsibilities hereunder by
giving at least sixty (60) days' prior written notice to the Company stating
the effective date of such resignation, or such shorter notice as the Company
may accept as sufficient.  Such resignation shall take effect on the date
specified therein unless a successor Trustee(s) shall have been appointed at
an earlier date, in which event such resignation shall take effect
immediately upon the appointment of such successor Trustee(s).

(c)	Removal - Any Trustee may be removed by the Company's giving at least
sixty (60) days prior written notice to the Trustee stating the effective date
of such removal, or such shorter notice as the Company may request and the
Trustee may accept as sufficient, in which event such removed Trustee shall
become and remain fully discharged from all further duty or responsibility
hereunder after the effective date of such removal.

(d)	Appointment of Successor-Trustee - In the event of the resignation or
removal of any Trustee, a successor Trustee(s) shall promptly be appointed
by the Board of Directors of the Company who shall give any remaining
Trustee(s) notice of such appointment.  Any successor Trustee(s) shall
immediately upon his appointment as a successor Trustee and his acceptance
of same in writing filed with the Company and any remaining Trustee(s)
become vested with all of the property, rights, powers and duties of a
Trustee with like effect as if originally named the Trustee hereunder.  Any
successor Trustee shall not be required to look into the actions of a prior
Trustee unless directed to do so by the Plan Administrator.






























                                     41

<PAGE>

                                 ARTICLE IX

                            AMENDMENT OF THE PLAN

The Company shall have the right at any time by instrument in writing, duly
executed and acknowledged and delivered to the Trustee to modify, alter or
amend this Plan and Trust in whole or in part, provided, however, that the
duties, powers and liability of the Trustee hereunder shall not be
substantially modified without its written consent and provided further that
any benefits which have actually accrued and become payable hereunder shall
not be affected thereby.  No amendment shall be made which shall cause or
authorize any part of the Trust Fund to revert or be refunded to an Employer
or to be used for or diverted to purposes other than the exclusive and sole
benefit of the Participants or their Beneficiaries (other than such part as
is required to pay taxes and expenses of administration).  The Company shall
have the limited right to amend this Agreement at any time, retroactively or
otherwise, in such respects and to such extent as may be necessary to
qualify it under existing and applicable laws and regulations so as to
permit the full deduction for tax purposes of the Employer's contributions
made hereunder, and if and to the extent necessary to accomplish such
purpose may by such amendment decrease or otherwise affect the rights of
Participants to benefits which have actually accrued and become payable
hereunder, any provision herein to the contrary notwithstanding.

No amendment to the Plan shall reduce a Participant's Account Balance or
eliminate an optional form of distribution except to the extent permissible
under Code Sections 411, 412, or any other relevant Code Section.  No
amendment to the Plan shall have the effect of decreasing a Participant's
Account Balance determined without regard to such amendment as of the later
of the date such amendment is adopted or the date it becomes effective.


























                                     42

<PAGE>

                                  ARTICLE X

                        DISCONTINUANCE OF CONTRIBUTIONS
                                      AND
                              TERMINATION OF PLAN

10.1	Intention to Continue Plan - The Plan herein provided for has been
established by the Company with the bona fide intention that it shall be
continued in operation indefinitely and that contributions hereunder shall
continue for an indefinite period.  However, the Company reserves the right
at any time to terminate the Plan, and any Employer reserves the right at
any time to discontinue contributions.

10.2	Termination or Partial Termination of Plan - The Trustee shall be
notified of such termination or partial termination in writing and shall
proceed at the direction of the Plan Administrator to liquidate the assets of
the Trust Fund.  Upon termination of the Plan by an Employer, the Employer
shall not thereafter make any further contributions under the Plan, and no
amount shall thereafter be payable under the Plan to or in respect of any
Participants then employed by such Employer, except as provided in this
Section X or except as amounts may become payable under the Plan as a result
of such Participants continuing their participation in the Plan as a result
of being employed by other participating Employers.  To the maximum extent
permitted by ERISA, transfers, distributions or other dispositions of assets
of the Plan as provided in this Article X shall constitute a complete
discharge of all liabilities under the Plan.  Promptly upon any such
termination the Trustee shall (i) pay any due and accrued expenses and
liabilities of the Trust and any expenses involved in the termination of the
Plan and appropriately adjust, as may be required, all accounts of
Participants for such expenses and charges; and (ii) adjust for income,
gains and losses of the Trust Fund to such termination date in the manner
described in Section 4.2(a) hereof as if such termination date was an Annual
Valuation Date.  The interest of each affected Employee in the adjusted
amount then credited to his Employer Contribution Account shall be
nonforfeitable as of such date.  The full current value of such adjusted
amount shall be paid from the Trust Fund to each such Participant in such
manner of distribution specified in Section 5.6 hereof as though each such
Participant separated from Service as of the date of termination, or shall
continue to be held in Trust at the discretion of the Plan Administrator as
provided in Article V.

In the event of a partial termination of the Plan, the payments, adjustments
and distributions described above shall also be made, but only with respect
to the portion of the Plan being terminated.

Termination or partial termination of the Plan shall not affect the payment
of benefits, in accordance with Section 5.6 hereof, from the Trust Fund, nor
shall such funds thereafter be divested by reason of any provision hereof.

10.3	Internal Revenue Service Approval - Notwithstanding the foregoing, the
Trustee shall not be required to make any distribution from the Trust in the
event the Plan is terminated or contributions are completely discontinued
until such time as the Internal Revenue Service shall have determined in
writing that such termination or discontinuance will not adversely affect
the prior qualification of the Plan.

                                     43

<PAGE>

10.4	Discontinuance of Contributions - In the event of a complete
discontinuance by the Employer of contributions to be made by it hereunder,
the accounts of all Participants shall be treated, and the rights of all
Participants shall be, as if the Plan was terminated as contemplated under
Section 10.2 immediately above on the effective date of such discontinuance
or the date such discontinuance is deemed to have been effective, including,
but not limited to, nonforfeitability of all amounts credited to the
Employer Contribution Accounts of all affected Participants.
















































                                     44

<PAGE>
                                 ARTICLE XI

                               MISCELLANEOUS

11.1	Participants' Rights, Acquittance - Except to the extent required or
provided for by mandatorily imposed law as in effect and applicable hereto
from time to time, neither the establishment of the Trust hereby created,
nor any modification thereof, nor the creation of any fund or account, nor
the payment of any benefits, shall be construed as giving to any Participant
or other person any legal or equitable right against the Employer, or any
officer or employee thereof, the Trustee or the Plan Administrator except as
herein provided nor shall any Participant have any legal right, title or
interest in this Trust or any of its assets, except in the event and to the
extent that benefits may actually accrue to him hereunder, and the same
limitations shall be applicable with respect to death benefits which may be
payable to the beneficiaries of a Participant.  Under no circumstances shall
the terms of employment of any Participant be modified or in any way
affected hereby.  This Plan and Trust shall not constitute a contract of
employment nor afford any individual any right to be retained in the employ
of the Employer.

11.2	Spendthrift Clause - Except to the extent permitted by the Code,
Participants are prohibited from anticipating, encumbering, alienating or
assigning any of their rights, claims or interest in this Trust or in any of
the assets thereof, and no undertaking or attempt to do so shall in any way
bind the Plan Administrator or the Trustee or be of any force or effect
whatsoever.  Furthermore, except to the extent permitted by the Code, no
such rights, claims or interest of a Participant in this Trust or in any of
the assets thereof shall in any way be subject to such Participant's debts,
contracts or engagement, nor to attachment, garnishment, levy or other legal
or equitable process.

The foregoing provision against the assignment of a Participant's right in
the Plan shall not apply in the case of (i) a qualified domestic relations
order which is determined by the Plan Administrator to meet the requirements
of Code Section 414(p), or (ii) the Participant's liability to the Plan due
to (A) the Participant's conviction of a crime involving the Plan, (B) a
judgment, consent order, or decree in action for violation of fiduciary
standards, or (C) a settlement involving the Department of Labor or Pension
Benefit Guaranty Corporation.

In any action or proceeding involving the Trust Fund, or any property
constituting part or all thereof, or the administration thereof, the
Employer, the Plan Administrator and the Trustee shall be the only necessary
parties and no Employee or former Employee of the Employer or his
Beneficiary or any other person having or claiming to have an interest in
the Trust Fund or under the Plan shall be entitled to any notice or service
of process.  Any final judgment which is not appealed or appealable that may
be entered in any such action or proceeding shall be binding and conclusive
on the parties hereto, the Plan Administrator and all persons having or
claiming to have any interest in the Trust Fund or under the Plan.

11.3	Participation of Adopting Employers - With the written consent of the
Company, an adopting Employer may become a party to this agreement pursuant
to authorization by its Board of Directors.  In the event an adopting
Employer does so become a party, it shall contribute to the Plan, and its
Employees shall be entitled to benefits hereunder, in accordance with the
terms of the Plan subject to the following special provisions:
                                     45
<PAGE>

(a)	The contribution of each adopting Employer shall be determined
separately by its Board of Directors under Article III hereof.

(b)	In computing the Service of a person who is in the employ of only one
of the adopting Employers at the same time, the period of Service of such
Person with any of the adopting Employers shall be counted, and a transfer
of an Employee from the employ of one adopting Employer to the employ of
another shall not interrupt his Service, nor shall such a transfer
constitute a termination of Service under the terms of this Plan.

(c)	The contribution of each adopting Employer shall be allocated among its
Employees separately from the contributions of the others in accordance with
the provisions of Article IV.  Net increases and decreases in the value of
the Trust Fund resulting from increases or decreases in the value of the
assets of the Trust and earnings and losses shall be allocated among all
Participants under the Plan as a group in accordance with the provisions of
Article IV.  Participants who are Employees of one or more adopting
Employers shall have separate accounts with respect to their participation
as an Employee of each such adopting Employer.

(d)	In the event of a transfer of any Participant from the employ of one
adopting Employer to the employ of another, his account shall be considered
and treated thereafter as the account of a Participant who is an Employee of
the adopting Employer to which he is transferred.

In the event of such a transfer, the Participant transferred shall share in
the next annual contribution of each of such adopting Employers on a pro
rata basis, based upon his Annual Compensation with each such Employer
during its fiscal year in which the transfer takes places.

11.4	Qualification of Plan as Condition - This Agreement is based upon the
condition subsequent that it shall be approved and qualified by the Internal
Revenue Service as meeting the requirements of the Code with respect to
stock bonus plans and trusts and employee stock ownership plans and trusts
so as to permit, among other incidents to such qualified plans, the Employer
to deduct for income tax purposes the amount of its contributions to the
Plan as set forth herein, and so that such contributions will not be taxable
at the time of contribution to the Participants as income.  Therefore, if,
when this plan is submitted for qualification and approval by the Internal
Revenue Service, the Internal Revenue Service rules that the Plan does not
meet the requirements of the Code for qualification for the purposes
specified in the preceding sentence and the deficiencies precluding
qualification may not be corrected by amendment effective as of the Adoption
Date, then regardless of any other provision herein contained, this Plan
shall be and become null and void ab initio, and any contribution hereunder
shall be returned to the Employer.

11.5	Successor Employer - In the event of the dissolution, merger,
consolidation or reorganization of the Company, provision may be made by
which the Plan and Trust will be continued by the successor, and such
successor shall be substituted for the Company under the Plan.  The
substitution of the successor shall constitute an assumption of Plan
liabilities by the successor and the successor shall have all the powers,
duties and responsibilities of the Company under the Plan.


                                     46

<PAGE>

11.6	Transfer of Plan Assets - In the event of any merger or consolidation
of the Plan with, or transfer in whole or in part of the assets and liabilities
of the Trust Fund to another trust fund held under any other plan of
deferred compensation maintained or to be established for the benefit of all
or some of the Participants of this Plan, the assets of the Trust Fund
applicable to such Participants shall be transferred to the other trust fund
only if:

(a)	each Participant would, if either this Plan or the other Plan then
terminated, receive a benefit immediately after the merger, consolidation or
transfer which is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger, consolidation or transfer
if the Plan had then terminated;

(b)	resolutions of the Board of Directors of the Employer of the affected
Participants shall authorize such transfer of assets and, in the case of the
new or successor employer of the affected Participants, its resolutions
shall include an assumption of liabilities with respect to such
Participant's inclusion in the new employer's plan;

(c)	such other plan and trust are qualified under Code Sections 401(a) and
501(a); and

(d)	the Trustee is authorized to make or receive such direct transfers at
the direction of the Company.

11.7	Delegation of Authority by the Company - Whenever the Company under the
terms of this Agreement is permitted or required to do or perform any act or
matter or thing it shall be done and performed by any officer thereunto duly
authorized by the Board of Directors of the Company.

11.8	Construction of Agreement - This Plan and Trust agreement shall be
construed according to the laws of the state of Georgia, and all provisions
hereof shall be administered according to, and its validity and
enforceability shall be determined under the laws of such state, except
where preempted by ERISA.

11.9	Headings - The headings of Sections and subsections are for ease of
reference only and shall not be construed to limit or modify the detailed
provisions hereof.
















                                     47

<PAGE>

                                 ARTICLE XII

                           TOP-HEAVY PLAN PROVISIONS

12.1	Application - In the event that the Plan is determined to be a Top-
Heavy Plan as hereinafter defined, this Article XII shall become effective as
of the first day of the Plan Year in which the Plan is a Top-Heavy Plan.

12.2	Definitions

(a)	Compensation - The compensation (within the meaning of Code Section
415(c)(3)) of the Participant from the Employer for the Plan Year.

(b)	Key Employee - During any Plan Year that the Plan is a Top-Heavy Plan,
an Employee who is a Key Employee within the meaning of Code Section 416(i),
including any Employee, former Employee or Beneficiary of an Employee or
former Employee who at any time during the Plan Year or any of the four (4)
preceding Plan Years, is (or was):

(i)	an officer of the Employer whose Compensation is greater than 50% of
the amount in effect under Code Section 415(b)(1)(A) for any such Plan Year;

(ii)	1 of the 10 Employees having Compensation of more than the dollar
limitation in Code Section 415(c)(1)(A) and owning (or considered as owning
within the meaning of Code Section 318) one of the largest interests in the
Employer, which interest is at least 1/2%;

(iii)	a one percent (1%) owner of the Employer having Compensation of more
than $170,000 (as indexed); or

(iv)	a five percent (5%) owner of the Employer.

Ownership shall be determined according to Code Section 416(i)(1)(B). For
purposes of (i) above, no more than fifty (50) Employees (or if less, the
greater of three (3) or ten percent (10%) of the Employees) shall be treated
as officers.  For purposes of (ii) above, if two Employees have the same
interest in the Employer, the Employee with the higher Compensation shall be
treated as having the larger interest.  An Employee or former Employee who
is not a Key Employee shall be a non-Key Employee.

(c)	Minimum Contribution - For a Plan Year, the lesser of three percent
(3%) of a Participant's compensation (within the meaning of Treasury Regulation
Section 1.415-2(d)) or a percentage of a Participant's compensation equal to
the percentage at which contributions are made (or required to be made)
under the Plan and all other plans of the Aggregation Group for the Key
Employee for whom such percentage is highest.

(d)	Top-Heavy Plan - With respect to any Plan Year, this Plan shall be
deemed Top-Heavy if the aggregate of the Account Balances of all Key Employees
in the Plan exceeds sixty percent (60%) of the aggregate of the Account
Balances of all Participants in the Plan, such determination to be made in
accordance with the procedures described in Code Section 416(g) as of the




                                     48

<PAGE>

Annual Valuation Date immediately preceding such Plan Year (or in the case
of the first Plan Year, as of the last day of such Plan Year).  For purposes
of determining whether the Plan is a Top-Heavy Plan, the Plan shall be
aggregated with all other plans within the Aggregation Group.

(e)	Aggregation Group - All plans maintained by the Employer (i) which are
required to be aggregated with the Plan in order for the Plan to meet the
requirements of Code Sections 401(a)(4) and 410, (ii) in which a Key
Employee is a participant, and (iii) any other plan of the Employer that the
Employer elects to include in the Aggregation Group, provided that any such
plan would not cause the Aggregation Group to fail to meet the requirements
of Code Sections 401(a)(4) and 410 with such plan being taken into account.

12.3	Allocation of Minimum Contribution - For any year in which the Plan is
a Top-Heavy Plan, the Minimum Contribution as defined in Section 12.2(c)
hereof shall be made to the account of each Participant who is a non-Key
Employee, unless the Minimum Contribution for the Participant is made under
another defined contribution plan maintained by the Employer.  Such Minimum
Contribution shall be made to the Employer Contribution Account of each non-
Key Employee Participant who has not separated from service on the last day
of such Plan Year without regard to such Participant's Hours of Service
during such Plan Year.  The Employer and Plan Administrator shall determine
under which plan a Participant shall receive the Minimum Contribution if the
Employee is a Participant in more than one plan maintained by the Employer.

12.4	Post-EGTRRA Top-Heavy Provisions

(a)	Effective date - This Section 12.4 shall apply for purposes of determining
whether the Plan is a Top-Heavy Plan under Code Section 416(g) for Plan
Years beginning after December 31, 2001, and whether the Plan satisfies the
minimum benefits requirements of Code Section 416(c) for such years.  This
Section 12.4 amends Sections 12.1 through 12.3 of the Plan.

(b)	Determination of Top-Heavy Status

(i)	Key Employee - Key Employee means any Employee or former Employee
(including any deceased Employee) who at any time during the Plan Year that
includes the determination date was an officer of the Employer having Top-
Heavy Compensation greater than $135,000 (as adjusted under Code Section
416(i)(1) for Plan Years beginning after December 31, 2005), a 5% owner of
the Employer, or a 1% owner of the Employer having Top-Heavy Compensation of
more than $150,000.  For this purpose, Top-Heavy Compensation means
compensation within the meaning of Code Section 415(c)(3).  The
determination of who is a key employee will be made in accordance with Code
Section 416(i)(1) and the applicable regulations and other guidance of
general applicability issued thereunder.

(ii)	Determination of Present Values and Amounts - This Section 12.4(b)(ii)
shall apply for purposes of determining the amounts of Participant's
accounts as of the determination date.






                                     49

<PAGE>

(1)	Distributions During Year Ending on the Determination Date - The
amounts of account balances of an Employee as of the determination date shall
be increased by the distributions made with respect to the Employee under the
Plan and any plan aggregated with the Plan under Code Section 416(g)(2)
during the 1-year period ending on the determination date.  The preceding
sentence shall also apply to distributions under a terminated plan which,
had it not been terminated, would have been aggregated with the Plan under
Code Section 416(g)(2)(A)(i).  In the case of a distribution made for a
reason other than separation from service, death, or disability, this
provision shall be applied by substituting "5-year period" for "1-year
period."

(2)	Employees Not Performing Services During Year Ending on the
Determination Date - The accounts of any individual who has not performed
services for the Employer during the 1-year period ending on the determination
date shall not be taken into account.

(c)	Non-Applicability of Top-Heavy Provisions - The top-heavy requirements
of Code Section 416 and this Section 12.4 of the Plan shall not apply in any
year beginning after December 31, 2001 in which the Plan consists solely of
a cash or deferred arrangement which meets the requirements of Code Section
401(k)(12) and matching contributions with respect to which the requirements
of Code Section 401(m)(11) are met.

































                                     50

<PAGE>

IN WITNESS WHEREOF, the Company and each adopting Employer has caused this
Agreement to be executed by its duly authorized corporate officers and its
corporate seal to be hereunto affixed, and the Trustee has executed same
under seal and thereby accepted the Trust the day and year first above
written.

                                         COMPANY:

                                         SOUTHWEST GEORGIA FINANCIAL
                                         CORPORATION
(CORPORATE SEAL)


ATTEST:  /s/Donna Lott                   By:     /s/DeWitt Drew
         AVP and Secretary               Title:  President & CEO










                                         ADOPTING EMPLOYER:


                                         SOUTHWEST GEORGIA BANK
(CORPORATE SEAL)


ATTEST:  /s/Donna Lott                   By:     /s/DeWitt Drew
         AVP and Secretary               Title:  President & CEO










                                         TRUSTEE:

                                         SOUTHWEST GEORGIA BANK
(CORPORATE SEAL)




ATTEST:  /s/Donna Lott                   By:     /s/Richard E. Holland
         AVP and Secretary               Title:  Vice President & Trust Officer




<PAGE>





                                  SCHEDULE A

                              Acquired Employers
                         Service Crediting Provisions

Acquired Company                           Credited Service

Baker County Bank                          Prior service with Baker County
                                           Bank is recognized for participation
                                           purposes.

Moultrie Federal Savings                   Any employee who was actively
and Loan                                   employed on January 7, 1991
                                           automatically became a
                                           participant on January 7, 1991.

Bank of Pavo (acquired                     Immediate participation for
12/11/98)                                  employees of Bank of Pavo upon
                                           closing of acquisition.

Empire Financial Services, Inc.            Service of employees with
                                           Empire Financial Services, Inc.
                                           prior to January 1, 2002 is
                                           counted for eligibility and
                                           vesting but not as credited
                                           service or for allocations of
                                           Employer Contributions.

Sylvester Banking Company                  Immediate participation for
                                           employees of Sylvester Banking
                                           Company.
                                           Prior service with Sylvester
                                           Banking Company is recognized
                                           for eligibility and vesting
                                           purposes but not as credited
                                           service or for allocations of
                                           Employer Contributions.  Prior
                                           service with Sylvester Banking
                                           Company will be counted for the
                                           Break in Service rules under
                                           Section 2.3 of the Plan.













<PAGE>

                                 SCHEDULE B

                              Adopting Employers
                and Dates of Adoption since prior plan document

                                                            Date Ceased to be
Adopting Employer               Date of Adoption            Adopting Employer

Southwest Georgia                 May 1, 1999             8/3/00 - date company
Insurance Service, Inc.                                            dissolved
(doing business as
Moultrie Insurance
Agency)




Empire Financial                January 1, 2002
Services, Inc.